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

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lienLien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the Parent, with respect to any of its material properties or assets, except liens Liens for taxes not yet due or payable and liens Liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.07.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleReports, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent Shell Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Shell Company from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Shell Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Shell Company Material Adverse Effect; (c) any waiver or compromise by the Parent Shell Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentShell Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Shell Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Shell Company or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder; (g) any resignation or termination of employment of any officer of the ParentShell Company; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, Shell Company with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentShell Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Shell Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentShell Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentShell Company; (k) any alteration of the ParentShell Company’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Shell Company stock option plans; or (m) any arrangement or commitment by the Parent Shell Company to do any of the things matters described in this Section 4.084.19.

Absence of Certain Changes or Events. Except as disclosed set forth in the filed Parent SEC Documents or in Part 3.5 of the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to between March 31, 2007 and the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) there has not been any change in event that has had a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, and to the assets, liabilities, financial condition or operating results actual knowledge of the Chief Executive Officer, Chief Financial Officer and General Counsel of Parent, there is no tangible evidence in Parent’s possession of any events that Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that reasonably expects to have not caused, in the aggregate, a Parent Material Adverse EffectEffect on Parent and its Subsidiaries, taken as a whole; (b) there has not been any damage, destruction or material loss, damage or destruction to, or any material interruption in the use of, any of the assets of any of Parent or any of its Subsidiaries (whether or not covered by insurance, ) that would have has had a Parent Material Adverse EffectEffect on Parent and its Subsidiaries taken as a whole; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge consistent with past practices, none of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; Subsidiaries has (i) any loans or guarantees made by the Parent to or for the benefit of its employeesdeclared, officers or directorsaccrued, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting set aside or payment paid any dividend or made any other distribution in respect of any shares of the Parent’s capital stock, or (ii) repurchased, redeemed or otherwise reacquired any direct or indirect redemption, purchase, shares of capital stock or other acquisition securities (other than in connection with the termination of any of such stock by the Parentemployment or engagement); (kd) Parent has not effected or been a party to any alteration recapitalization, reclassification of the Parent’s method of accounting shares, stock split, reverse stock split or the identity of its auditorssimilar transaction or any merger, consolidation, share exchange, or business combination; (le) Parent has not received any issuance written offer, proposal, inquiry or indication of equity securities to interest or held substantive discussions regarding any officer, director or affiliate, except pursuant to existing Parent stock option plans; orAcquisition Transaction; (mf) none of Parent or any arrangement of its Subsidiaries has acquired any equity interest or commitment by the other interest in any other Entity; (g) none of Parent or any of its Subsidiaries has agreed or committed to do take any of the things described actions referred to in this Section 4.08clauses “(c)” through “(f)” above.

Absence of Certain Changes or Events. Except as disclosed in the filed Filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s 's ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s 's method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliateaffiliate (as defined in the Securities Act), except pursuant to existing Parent stock Shares option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleCompany Financial Statements, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreementsince June 30, 2009, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company to or for the benefit of its employees, officers or directors, or any members Shareholders of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (jh) any declaration, setting aside or payment or other distribution in respect of any of material alteration to the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to the Shareholders or any purchase, redemption or agreements to purchase or redeem any capital shares; (j) any issuance of equity securities capital shares to any officer, director director, manager or affiliate, except pursuant to existing Parent stock option plans; or (mk) any arrangement or commitment by the Parent Company to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent Financial Statements or Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreementsince June 30, the 2009, Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsUnaudited Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members Shareholders of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent Premier SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent Premier SEC Documents to the date of this Agreement, the Parent has Premier, conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Premier from that reflected in the Parent Premier SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Premier Material Adverse Effect; (c) any waiver or compromise by the Parent Premier of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentPremier, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Premier Material Adverse Effect; (e) any material change to a material Contract by which the Parent Premier or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentPremier; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentPremier, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s Premier ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Premier to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s Premier capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentPremier; (k) any alteration of the Parent’s Premier method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent Premier to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleReports, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent CYIX has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent CYIX from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent CYIX Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent CYIX Material Adverse Effect; (c) any waiver or compromise by the Parent CYIX of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCYIX, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent CYIX Material Adverse Effect; (e) any material change to a material Contract by which the Parent CYIX or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentCYIX; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, CYIX with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentCYIX’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent CYIX to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentCYIX’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentCYIX; (k) any alteration of the ParentCYIX’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent CYIX stock option plans; or (m) any arrangement or commitment by the Parent CYIX to do any of the things described in this Section 4.084.22.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliateaffiliate (as defined in the Securities Act), except pursuant to existing Parent stock Shares option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Schedule 4.12 (a) since September 30, 2019, (i) there has been no material adverse change in the condition, financial or otherwise, of the business the Parent SEC Documents or its assets or properties, or in the Parent Disclosure Scheduleprospects thereof or therefor; (ii) since September 30, from the date 2019 none of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, its assets or properties or the Parent has been adversely affected in any material way by, or sustained any material loss, whether or not insured, as a result of any fire, flood, accident, explosion, strike, labor disturbance, riot, act of God or the public enemy or other calamity or casualty. To the knowledge of Parent, except as previously disclosed to Company in writing pursuant to this Agreement and since September 30, 2019, Parent (i) has not become involved in any unresolved labor trouble or dispute which materially and adversely affects the Parent’s (ii) has not become a party to any collective bargaining agreement, and (iii) has not suffered any liability, judgment, lien or termination of contract or the imposition of any obligation, the effect of which shall be materially adverse to the Parent’s business or its assets or properties; (iii) there has not been any change, event or development having, or that could be reasonably expected to have, individually or in the aggregate, a material adverse effect on Parent and its Subsidiaries taken as a whole, other than those occurring as a result of general economic or financial conditions or other developments which are not unique to Parent and its Subsidiaries but also generally affect other persons who participate or are engaged in the lines of business in which Parent and its Subsidiaries participate or are engaged and (iv) between such date and the date hereof Parent and its Subsidiaries have conducted its business their respective businesses only in the ordinary course, and during such period there has not been: (a) any change course consistent with past practice or as contemplated in connection with this Agreement. Without limiting the assets, liabilities, financial condition or operating results generality of the foregoing, since September 30, 2019, Parent from that reflected in the Parent SEC Documents, except changes and Subsidiaries have operated their respective businesses in the ordinary course of business that have in all material respects and there has not causedbeen, in with respect to the aggregatebusinesses, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except and other than in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.any:

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleOTC Documents, from the date of the most recent audited financial statements included in the filed Parent SEC OTC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC OTC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliateaffiliate (as defined in the Securities Act), except pursuant to existing Parent stock Shares option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansplans of the Parent; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.07.

Absence of Certain Changes or Events. Except as disclosed set forth on Schedule 3.22 in the filed Parent SEC Documents or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents March 31, 2023 to the date of this Agreement, the Parent Company and each Company Subsidiary has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that Company or any Company Subsidiary as reflected in the Parent SEC DocumentsCompany Financial Statements of the Company, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance Lien or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company, or any Company Subsidiary or any of its assets their respective assets, is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentCompany or any Company Subsidiary; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens Liens for taxes not yet due or payable and liens Liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentCompany’s or any Company Subsidiary’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentCompany or any Company Subsidiary; (k) any alteration of the ParentCompany’s or any Company Subsidiary’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansaffiliate (as defined in the Securities Act); or (m) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.22.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents December 31, 2006 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to Stockholders or any purchase, redemption or agreements to purchase or redeem any shares of Company Stock; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Company stock option plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.25.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.07.

Absence of Certain Changes or Events. Except as disclosed set forth in the filed Parent UCP Disclosure Letter or the SEC Documents or in the Parent Disclosure ScheduleReports, from the date of the most recent audited financial statements included in of UCP (the filed Parent SEC Documents “UCP Financial Statements”) to the date of this Agreement, the Parent UCP has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent UCP from that reflected in the Parent SEC DocumentsUCP Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent UCP Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent UCP Material Adverse Effect; (c) any waiver or compromise by the Parent UCP of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentUCP, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent UCP Material Adverse Effect; (e) any material change to a material Contract by which the Parent UCP or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentUCP; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, UCP with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentUCP’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent UCP to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentUCP’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentUCP; (k) any alteration of the ParentUCP’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent UCP stock option plans; or (m) any arrangement or commitment by the Parent UCP to do any of the things described in this Section 4.084.8.

Absence of Certain Changes or Events. Except as disclosed in the filed set forth on Schedule 2.7, since December 31, 1997: (A) Parent SEC Documents and its Subsidiaries have not incurred any material liability or in the Parent Disclosure Scheduleobligation (indirect, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreementdirect or contingent), the Parent has conducted its business only in the ordinary courseor entered into any material oral or written agreement or other transaction, and during such period there has that is not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business or that would result in a Material Adverse Effect on Parent, excluding any changes and effects resulting from changes in economic, regulatory or political conditions or changes in conditions generally applicable to the industries in which Parent and Subsidiaries of Parent are involved and except for any such changes or effects resulting from this Agreement, the transactions contemplated hereby, or the announcement thereof; (B) Parent and its Subsidiaries have not causedsustained any loss or interference with their business or properties from fire, in the aggregateflood, a Parent Material Adverse Effect; windstorm, accident or other calamity (b) any damage, destruction or loss, whether or not covered by insurance, ) that would have has had a Parent Material Adverse Effect; Effect on Parent; (cC) other than any waiver or compromise indebtedness incurred by Parent after the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any liendate hereof as permitted by Section 4.1(a)(vi), claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any there has been no material change in any compensation arrangement the consolidated indebtedness of Parent and its Subsidiaries, and no dividend or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment distribution of any officer kind declared, paid or made by Parent on any class of the Parent; its stock; and (hD) any mortgage, pledge, transfer of there has been no event causing a security interest in, or lien, created by the Material Adverse Effect on Parent, with respect excluding any changes and effects resulting from changes in economic, regulatory or political conditions or changes in conditions generally applicable to any the industries in which Parent and Subsidiaries of its material properties or assets, except liens for taxes not yet due or payable Parent are involved and liens that arise in the ordinary course of business and which do not affect Parent in a manner materially impair disproportionate to the Parent’s ownership effect on the Company) and except for any such changes or use of such property or assets; (i) any loans or guarantees made by effects resulting from this Agreement, the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting transactions contemplated hereby or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08announcement thereof.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lienLien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or Reports, and in connection with this Agreement and the Parent Disclosure ScheduleTransactions, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent Acquiror Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Acquiror Company from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Acquiror Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Acquiror Company Material Adverse Effect; (c) any waiver or compromise by the Parent Acquiror Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentAcquiror Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Acquiror Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Acquiror Company or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentAcquiror Company; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, Acquiror Company with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentAcquiror Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Acquiror Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentAcquiror Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentAcquiror Company; (k) any alteration of the ParentAcquiror Company’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Acquiror Company stock option plans; or (m) any arrangement or commitment by the Parent Acquiror Company to do any of the things described in this Section 4.08.Section

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents September 30, 2011 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to Members or any purchase, redemption or agreements to purchase or redeem any Membership Interest; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.22.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent;; or (k) any alteration of the Parent’s method of accounting or the identity of its auditors;; or (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (ih) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (ji) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kj) any alteration of the Parent’s method of accounting or the identity of its auditors; (lk) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansplans of the Parent; or (ml) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08Section.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in Schedule 4.08 in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents March 31, 2023 to the date of this Agreement, the Parent and each Parent Subsidiary has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent or any Parent Subsidiary from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent or any Parent Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance Lien or payment of any obligation by the ParentParent or any Parent Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent, or any Parent Subsidiary or any of its assets their respective assets, is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentParent or any Parent Subsidiary; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the ParentParent or any Parent Subsidiary, with respect to any of its material properties or assets, except liens Liens for taxes not yet due or payable and liens Liens that arise in the ordinary course of business and do not materially impair the Parent’s or such Parent Subsidiary’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent or any Parent Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s or any Parent Subsidiary’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentParent or any Parent Subsidiary; (k) any alteration of the Parent’s or any Parent Subsidiary’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansaffiliate (as defined in the Securities Act); or (m) any arrangement or commitment by the Parent or any Parent Subsidiary to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents June 30, 2010 to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance Lien or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the Parent, with respect to any of its material properties or assets, except liens Liens for taxes not yet due or payable and liens Liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansaffiliate (as defined in the Securities Act; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, . director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s 's ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;: (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s 's method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except affiliate (as defined in the Securities Act),except pursuant to existing Parent stock Shares option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Filed Parent SEC Documents or in Section 4.08 of the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Filed Parent SEC Documents to the date of this Agreement, each of the Parent Intra-Asia Companies has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent or any Intra-Asia Subsidiary from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent or any Intra-Asia Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentParent or any Intra-Asia Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any Intra-Asia Subsidiary or any of its their assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentParent or any Intra-Asia Subsidiary; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentParent or any Intra-Asia Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s or any Intra-Asia Subsidiary’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent or any Intra-Asia Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s or any Intra-Asia Subsidiary’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentParent or any Intra-Asia Subsidiary; (k) any alteration of the Parent’s or any Intra-Asia Subsidiary’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansplans or existing stock option plans of any Intra-Asia Subsidiary; or (m) any arrangement or commitment by the Parent or any Intra-Asia Subsidiary to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleSchedules, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect;; ​ ​ (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance Lien or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the Parent, with respect to any of its material properties or assets, except liens Liens for taxes not yet due or payable and liens Liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except in connection with the Transactions and as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleAlamo CBD Letter of Intent and its subsequent amendments, from the January 3, 2017 (original date of the most recent audited financial statements included in the filed Parent SEC Documents LOI) to the date of this Agreement, the Parent Alamo CBD has conducted its business only in the ordinary course, and during such period there has not been: : (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsAlamo CBD, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Alamo CBD Material Adverse Effect; ; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Alamo CBD Material Adverse Effect; ; (c) any waiver or compromise by the Parent Alamo CBD of a valuable right or of a material debt owed to it; ; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentAlamo CBD, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Alamo CBD Material Adverse Effect; ; (e) any material change to a material Contract by which the Parent Alamo CBD or any of its assets is bound or subject; ; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentAlamo CBD, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do does not materially impair the ParentAlamo CBD’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent applicable SEC Documents or in Reports and the Parent Integrated Disclosure ScheduleLetter with respect to the Delaware franchise taxes payable by Integrated, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent Integrated has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Integrated from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent an Integrated Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent an Integrated Material Adverse Effect; (c) any waiver or compromise by the Parent Integrated of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentIntegrated, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent an Integrated Material Adverse Effect; (e) any material change to a material Contract by which the Parent Integrated or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentIntegrated; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, Integrated with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentIntegrated’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Integrated to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stockstock of Integrated, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentIntegrated; (k) any alteration of the Parent’s method of accounting or the identity of its auditorsauditors of Integrated; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Integrated stock option plans; or (m) any arrangement or commitment by the Parent Integrated to do any of the things described in this Section 4.084.22.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleReports, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent Lincoln has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Lincoln from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Lincoln Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Lincoln Material Adverse Effect; (c) any waiver or compromise by the Parent Lincoln of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentLincoln, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Lincoln Material Adverse Effect; (e) any material change to a material Contract by which the Parent Lincoln or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentLincoln; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, Lincoln with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentLincoln’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Lincoln to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentLincoln’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentLincoln; (k) any alteration of the ParentLincoln’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Lincoln stock option plans; or (m) any arrangement or commitment by the Parent Lincoln to do any of the things described in this Section 4.084.22.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock Shares option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.9.

Absence of Certain Changes or Events. Except as disclosed in Section 8.10 of the filed Parent SEC Documents or in the Parent Middle Kingdom Disclosure Schedule, from the date of the most recent audited financial statements and interim financial statements included in the filed Parent Middle Kingdom SEC Documents documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assetsevent, liabilitiessituation or effect (whether or not covered by insurance) that has resulted in, financial condition or operating results of the Parent from that reflected in the Parent SEC Documentsto Middle Kingdom’s Knowledge, except changes in the ordinary course of business that have not caused, in the aggregateis reasonably likely to result in, a Parent Material Adverse EffectEffect on Middle Kingdom; (b) any damage, destruction or lossloss to, or any material interruption in the use of, any of the assets of Middle Kingdom (whether or not covered by insurance, ) that would has had or could reasonably be expected to have a Parent Material Adverse EffectEffect on Middle Kingdom; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent Middle Kingdom or any of its assets is bound or subject; (fd) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (ge) any resignation or termination of employment of any officer the Chief Executive Officer, Chief Financial Officer, President or the Secretary of the ParentMiddle Kingdom; (hf) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the ParentMiddle Kingdom, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assetsPermitted Liens; (ig) any loans or guarantees made by the Parent Middle Kingdom to or for the benefit of its employees, officers or directors, or any members of their immediate families, or any material loans or guarantees made by Middle Kingdom to Table of Contents or for the benefit of any of its employees or any members of their immediate families, in each case, other than travel advances and other advances made in the ordinary course of its business; (jh) any declaration, setting aside or payment or other distribution in respect of any of the ParentMiddle Kingdom’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentMiddle Kingdom; (ki) any alteration of the ParentMiddle Kingdom’s method of accounting or the identity of its auditors; (lj) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock Middle Kingdom shares option plans; or (mk) any negotiations, arrangement or commitment by the Parent Middle Kingdom to do take any of the things actions described in this Section 4.088.10.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents March 31, 2014 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or any Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to the Shareholder or any purchase, redemption or agreements to purchase, redeem or retract any Company Shares; (j) any issuance of equity securities to any officer, director or affiliate, affiliate except pursuant to existing Parent stock Company Shares option plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.23.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Xxxxxx Xxxxx Financial Statements or in the Parent Xxxxxx Xxxxx Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents December 31, 2008 to the date of this Agreement, the Parent Xxxxxx Xxxxx has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, or financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsXxxxxx Xxxxx, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Xxxxxx Xxxxx Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Xxxxxx Xxxxx Material Adverse Effect; (c) any waiver or compromise by the Parent Xxxxxx Xxxxx of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentXxxxxx Xxxxx, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Xxxxxx Xxxxx Material Adverse Effect; (e) any material change to a material Contract by which the Parent Xxxxxx Xxxxx or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentXxxxxx Xxxxx, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s Xxxxxx Xxxxx’ ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Xxxxxx Xxxxx to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the Parent’s Xxxxxx Xxxxx’ method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to the Shareholders or any purchase, redemption or agreements to purchase or redeem any of the Shareholders Stock; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (mk) any arrangement or commitment by the Parent Xxxxxx Xxxxx to do any of the things described in this Section 4.082.22.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Disclosure Schedule or in the Parent Disclosure ScheduleScheduled SEC Documents, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsFinancial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.085.9.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleSchedule 4.27, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent UAS has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent UAS from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent UAS Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent UAS Material Adverse Effect; (c) any waiver or compromise by the Parent UAS of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentUAS, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent UAS Material Adverse Effect; (e) any material change to a material Contract by which the Parent UAS or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentUAS; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, UAS with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentUAS’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent UAS to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentUAS’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentUAS; (k) any alteration of the ParentUAS’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent UAS stock option plans; or (m) any arrangement or commitment by the Parent UAS to do any of the things described in this Section 4.084.27.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent KMI Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent KMI SEC Documents to the date of this A&R Agreement, the Parent KMI has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent KMI from that reflected in the Parent KMI SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent KMI Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent KMI Material Adverse Effect; (c) any waiver or compromise by the Parent KMI of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentKMI, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent KMI Material Adverse Effect; (e) any material change to a material Contract by which the Parent KMI or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentKMI; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentKMI, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentKMI’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent KMI to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentKMI’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentKMI; (k) any alteration of the ParentKMI’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent KMI stock option plans; or (m) any arrangement or commitment by the Parent KMI to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Cantix Financial Statements or in the Parent Cantix Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents Cantix Financial Statements to the date of this Agreement, the Parent Cantix has conducted its business only in the ordinary course, and during such period there has not been: (a) any change, event or condition that has had, or could reasonably be expected to have, a Cantix Material Adverse Effect; (b) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCantix or any of its Subsidiaries, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Cantix Material Adverse Effect; (bc) any damage, destruction or loss, whether or not covered by insurance, that would have has had or could reasonably be expected to have, a Parent Cantix Material Adverse Effect; (cd) any waiver or compromise by the Parent Cantix or any of its Subsidiaries of a valuable right or of a material debt owed to it; (de) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCantix or any of its Subsidiaries, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Cantix Material Adverse Effect; (ef) any material change to a material Contract by which the Parent Cantix or any of its Subsidiaries or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCantix or any of its Subsidiaries, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCantix’s or its Subsidiaries’ ownership or use of such property or assets; (ih) any loans or guarantees made by the Parent Cantix or any of its Subsidiaries to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (ki) any alteration of the ParentCantix’s method of accounting or the identity of its auditors; (lj) any declaration or payment of dividend or distribution of cash or other property to any shareholder of Cantix or any purchase, redemption or agreements to purchase or redeem any Cantix Shares; (k) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Cantix stock option plans; or (ml) any arrangement or commitment by the Parent Cantix or any of its Subsidiaries to do any of the things described in this Section 4.084.24.

Absence of Certain Changes or Events. Except as disclosed in the filed Filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.7.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent IMHC SEC Documents Documents, in connection with the Transactions, or as disclosed in the Parent IMHC Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent IMHC SEC Documents to the date of this Agreement, the Parent IMHC has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent IMHC from that reflected in the Parent IMHC SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent an IMHC Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent an IMHC Material Adverse Effect; (c) any waiver or compromise by the Parent IMHC of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentIMHC, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent IMHC Material Adverse Effect; (e) any material change to a material Contract by which the Parent IMHC or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentIMHC; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentIMHC, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentIMHC’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent IMHC to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentIMHC’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentIMHC; (k) any alteration of the ParentIMHC’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent IMHC stock option plans; or (m) any arrangement or commitment by the Parent IMHC to do any of the things described in this Section 4.084.07.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents BP6 Financial Statements or in the Parent BP6 Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents BP6 Financial Statements to the date of this Agreement, the Parent BP6 has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent BP6 from that reflected in the Parent SEC DocumentsBP6 Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent BP6 Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent BP6 Material Adverse Effect; (c) any waiver or compromise by the Parent BP6 of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentBP6, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent BP6 Material Adverse Effect; (e) any material change to a material Contract by which the Parent BP6 or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentBP6; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, BP6 with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentBP6’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent BP6 to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentBP6’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentBP6; (k) any alteration of the ParentBP6’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent BP6 stock option plans; or (m) any arrangement or commitment by the Parent BP6 to do any of the things described in this Section 4.085.23.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents December 31, 2006 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to the Shareholder or any purchase, redemption or agreements to purchase or redeem any Company Shares; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock Company Shares option plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.25.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent Financial Statements or Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreementsince July 31, the 2013, Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsUnaudited Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members Shareholders of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansplans of the Parent; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.09.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.07.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent Russoil SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent Russoil SEC Documents to the date of this Agreement, the Parent has Russoil, conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Russoil from that reflected in the Parent Russoil SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Russoil Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Russoil Material Adverse Effect; (c) any waiver or compromise by the Parent Russoil of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentRussoil, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Russoil Material Adverse Effect; (e) any material change to a material Contract by which the Parent Russoil or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentRussoil; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentRussoil, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentRussoil’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Russoil to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentRussoil’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentRussoil; (k) any alteration of the ParentRussoil’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent Russoil to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in Schedule 4.1 or Schedule 2.7 of the filed Disclosure Schedule, or the Parent SEC Documents or in filed with the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents prior to the date of this Agreement, the since January 1, 1998, (A) Parent has conducted and its business only in the ordinary courseSubsidiaries have not entered into any material oral or written agreement or other transaction, and during such period there has that is not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business or that would result in a Material Adverse Effect on Parent, excluding any changes and effects resulting from changes in economic, regulatory or political conditions or changes in conditions generally applicable to the industries in which Parent and Subsidiaries of Parent are involved and except for any such changes or effects resulting from this Agreement, the transactions contemplated hereby or the announcement thereof; (B) Parent and its Subsidiaries have not causedsustained any loss or interference with their business or properties from fire, in the aggregateflood, a Parent Material Adverse Effect; windstorm, accident or other calamity (b) any damage, destruction or loss, whether or not covered by insurance, ) that would have has had a Parent Material Adverse Effect; Effect on Parent; (cC) other than any waiver or compromise indebtedness incurred by Parent after the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any liendate hereof as permitted by Section 4.l(a)(v), claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any there has been no material change in any compensation arrangement the consolidated indebtedness of Parent and its Subsidiaries, and no dividend or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment distribution of any officer kind declared, paid or made by Parent on any class of its stock; (D) there has been no event causing, or reasonably likely to cause, a Material Adverse Effect on Parent, excluding any changes and effects resulting from changes in economic, regulatory or political conditions or changes in conditions generally applicable to the industries in which Parent and Subsidiaries of Parent are involved and except for any such changes or effects resulting from this Agreement, the transactions contemplated hereby or the announcement thereof; and (E) except as permitted by this Agreement, there has been no direct or indirect redemption, purchase or other acquisition of any shares of the Parent; (h) any mortgage, pledge, transfer of a security interest in's capital stock, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment of any dividend or other distribution by the Parent in respect of any of the Parent’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition issuance of any shares of such capital stock by the Parent; (k) any alteration of the Parent’s method of accounting , or the identity of its auditors; (l) any issuance of equity securities granting to any officer, director person of any option to purchase or affiliate, except pursuant other right to existing Parent acquire shares of capital stock option plans; or (m) any arrangement or commitment by of the Parent or any stock split or other change in the Parent's capitalization; (F) neither the Parent nor any Subsidiary has entered into or agreed to do enter into any new or amended contract with any labor unions representing employees of the things described Parent or any Subsidiary; and (G) except as disclosed in this Section 4.08the Parent SEC Documents, neither the Parent nor any Subsidiary has entered into or agreed to enter into any amendment of any material term of any outstanding security of the Parent or any Subsidiary.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleReports, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent Lansdowne has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Lansdowne from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Lansdowne Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Lansdowne Material Adverse Effect; (c) any waiver or compromise by the Parent Lansdowne of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentLansdowne, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Lansdowne Material Adverse Effect; (e) any material change to a material Contract by which the Parent Lansdowne or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentLansdowne; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, Lansdowne with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentLansdowne’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Lansdowne to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentLansdowne’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentLansdowne; (k) any alteration of the ParentLansdowne’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Lansdowne stock option plans; or (m) any arrangement or commitment by the Parent Lansdowne to do any of the things described in this Section 4.084.22.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure Schedule, Letter from the date of the most recent audited financial statements included in the filed Parent SEC Documents January 1 2015 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or any Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to the Shareholder or any purchase, redemption or agreements to purchase, redeem or retract any Company Shares; (j) any issuance of equity securities to any officer, director or affiliate, affiliate except pursuant to existing Parent stock Company Shares option plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.23.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements, as contemplated by this Agreement or set forth in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreementsince March 31, 2009, the Parent and the Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in or the Company or any subsidiary (other than IBC), except with respect to the securities litigation against the Parent SEC Documents, except and changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent or the Company or any subsidiary (other than IBC) of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentParent or the Company or any subsidiary (other than IBC), except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract contract by which the Parent or the Company or any subsidiary (other than IBC) or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentParent or the Company or any subsidiary (other than IBC), with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s or the Company’s or such subsidiary’s (other than IBC) ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent or the Company or any subsidiary (other than IBC) to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the Parent’s method of accounting with respect to the Company Financial Statements or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to stockholders of the Parent or any purchase, redemption or agreements to purchase or redeem any shares of stock, other than as contemplated herein; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (mk) any arrangement or commitment by the Parent or Company or any subsidiary (other than IBC) to do any of the things described in this Section 4.083.11.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) : any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) ; any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) ; any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) ; any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) ; any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) ; any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) ; any resignation or termination of employment of any officer of the Parent; (h) ; any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) ; any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) ; any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) ; any alteration of the Parent’s method of accounting or the identity of its auditors; (l) ; any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) or any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents June 30, 2006 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s Company's or such Company Subsidiary's ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the Parent’s Company's method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to Stockholders or any purchase, redemption or agreements to purchase or redeem any shares of Company Stock; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Company stock option plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.25.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition condition, or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction destruction, or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director director, or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens (i) for taxes not yet due or payable and liens payable, (ii) that arise in the ordinary course of business and (iii) that do not materially impair the Parent’s ownership or use of such property or assetsassets or would not cause or be reasonably expected to cause a Parent Material Adverse Effect; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers officers, or directors, or any members shareholders of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director ; or affiliate, except pursuant to existing Parent stock option plans; or (ml) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents most recent BP2 Financial Statements or in the Parent BP2 Disclosure ScheduleLetter, from the date of the most recent audited unaudited financial statements included in the filed Parent SEC Documents of BP2 to the date of this Agreement, the Parent BP2 has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent BP2 from that reflected in the Parent SEC DocumentsBP2 Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent BP2 Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent BP2 Material Adverse Effect; (c) any waiver or compromise by the Parent BP2 of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentBP2, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent BP2 Material Adverse Effect; (e) any material change to a material Contract by which the Parent BP2 or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentBP2; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, BP2 with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the Parent’s BP2's ownership or use of such property or assets; (i) any loans or guarantees made by the Parent BP2 to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s BP2's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentBP2; (k) any alteration of the Parent’s BP2's method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent BP2 stock option plans; or (m) any arrangement or commitment by the Parent BP2 to do any of the things described in this Section 4.084.8.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents March 31, 2008 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lienLien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens Liens for taxes not yet due or payable and liens Liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to Shareholders or any purchase, redemption or agreements to purchase or redeem any shares of Company Stock; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Company stock option plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.24.

Absence of Certain Changes or Events. Except as disclosed set forth in the filed Parent SEC Documents or in the Parent Love Group Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in of Love Group (the filed Parent SEC Documents “Love Group Financial Statements”) to the date of this Agreement, the Parent Love Group has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Love Group from that reflected in the Parent SEC DocumentsLove Group Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Love Xxxxx Xxxxxxxx Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Love Xxxxx Xxxxxxxx Adverse Effect; (c) any waiver or compromise by the Parent Love Group of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentLove Group, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Love Xxxxx Xxxxxxxx Adverse Effect; (e) any material change to a material Contract by which the Parent Love Group or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentLove Group; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, Love Group with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentLove Group’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Love Group to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentLove Group’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentLove Group; (k) any alteration of the ParentLove Group’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Love Group stock option plans; or (m) any arrangement or commitment by the Parent Love Group to do any of the things described in this Section 4.084.8.

Absence of Certain Changes or Events. Except for entering into this Agreement and consummation of the transactions contemplated hereby, and except as disclosed set forth in the filed Parent SEC Documents or in Section 4.10 of the Parent Disclosure Schedule, from since December 27, 1997, Parent and its Subsidiaries have conducted their respective businesses and operations in the date ordinary and usual course consistent with past practice, and, except as set forth in Section 4.10 of the most recent audited financial statements included in the filed Parent SEC Documents to Disclosure Schedule, there has not occurred (i) through the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating the results of Parent and the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, Subsidiaries having a Parent Material Adverse Effect; ; (bii) any damage, destruction or loss, loss (whether or not covered by insurance, that would have ) having a Parent Material Adverse Effect; ; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (jiii) any declaration, setting aside or payment of any dividend or distribution of any kind by Parent on any class of its capital stock; (iv) any material increase in the compensation payable or to become payable by Parent or any Subsidiary to its directors, officers or key employees or any material increase in any bonus, insurance, pension or other distribution employee benefit plan, payment or arrangement made to, for or with such directors, officers or key employees, other than in respect the ordinary course of business; (v) any labor dispute, other than routine matters none of the Parent’s capital stockwhich has, or any direct or indirect redemptionwould be reasonably expected to have, purchase, or other acquisition of any of such stock by the Parent; a Parent Material Adverse Effect; (kvi) any alteration of the Parent’s method of accounting entry by Parent or the identity Subsidiaries into any commitment or transaction (including, without limitation, any borrowing or capital expenditure) material (individually or in the aggregate) to Parent or its Subsidiaries other than in the ordinary course of its auditors; business; (lvii) any issuance of equity securities to any officermaterial change by Parent or its Subsidiaries in accounting methods, director principles or affiliate, practices except pursuant to existing Parent stock option plansas required by concurrent changes in GAAP or concurred with by Parent's independent public accountants; or (mviii) any arrangement material agreement, whether in writing or commitment by the Parent otherwise, to do take any of the things action described in this Section 4.084.10; or (ix) any event or action that, if occurring or taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 5.1 hereof and would constitute a Parent Material Adverse Effect.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents (i.e., the financial statements for the period ended and as at December 31, 2013) to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsDisclosure Schedule, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable material right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes Taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleFinancial Statements, from the date of the most recent audited financial statements included in the filed Parent SEC Documents December 31, 2019 to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the or any Parent SEC DocumentsSubsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliateaffiliate (as defined in the Securities Act), except pursuant to existing Parent stock Shares option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent Filed Russoil SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent Filed Russoil SEC Documents to the date of this Agreement, the Parent has Russoil, conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Russoil from that reflected in the Parent Russoil SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Russoil Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Russoil Material Adverse Effect; (c) any waiver or compromise by the Parent Russoil of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentRussoil, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Russoil Material Adverse Effect; (e) any material change to a material Contract by which the Parent Russoil or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentRussoil; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentRussoil, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentRussoil’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Russoil to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentRussoil’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentRussoil; (k) any alteration of the ParentRussoil’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent Russoil to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed set forth in the filed Parent SEC Documents or in the Parent YzApp Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in of YzApp (the filed Parent SEC Documents “YzApp Financial Statements”) to the date of this Agreement, the Parent YzApp has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent YzApp from that reflected in the Parent SEC DocumentsYzApp Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent YzApp Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent YzApp Material Adverse Effect; (c) any waiver or compromise by the Parent YzApp of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentYzApp, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent YzApp Material Adverse Effect; (e) any material change to a material Contract by which the Parent YzApp or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentYzApp; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, YzApp with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the Parent’s YzApp's ownership or use of such property or assets; (i) any loans or guarantees made by the Parent YzApp to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s YzApp's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentYzApp; (k) any alteration of the Parent’s YzApp's method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent YzApp stock option plans; or (m) any arrangement or commitment by the Parent YzApp to do any of the things described in this Section 4.084.8.

Absence of Certain Changes or Events. Except as disclosed in, or reflected in the filed Parent AFH SEC Documents Documents, or in except as contemplated by the Parent Disclosure ScheduleAgreement, from since the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period AFH’s Current Balance Sheet (as defined below) there has not been: (ai) any change in the assets, liabilities, financial condition or operating results of the Parent AFH from that reflected in the Parent AFH SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (bii) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (ciii) any waiver or compromise by the Parent AFH of a valuable right or of a material debt owed to it; (div) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentAFH, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (ev) any material change to a “material Contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act of 1933, as amended), whether or not filed by AFH with the SEC by which the Parent AFH or any of its assets is are bound or subject; (fvi) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (gvii) any resignation or termination of employment of any officer of the ParentAFH; (hviii) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentAFH, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentAFH’s ownership or use of such property or assets; (iix) any loans or guarantees made by the Parent AFH to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (jx) any declaration, setting aside or payment or other distribution in respect of any of the ParentAFH ’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentAFH ; (kxi) any alteration of the Parent’s method of accounting or the identity of its auditorsthe auditors for AFH ; (lxii) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansAffiliate; or (mxiii) any arrangement or commitment by the Parent AFH to do any of the things described in this Section 4.083.02 (m).

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleOTC Documents, from the date of the most recent audited financial statements included in the filed Parent SEC OTC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC OTC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in Schedule 4.1 or Schedule 2.7 of the filed Disclosure Schedule, or the Parent SEC Documents or in filed with the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents prior to the date of this Agreement, the since January 1, 1998, (A) Parent has conducted and its business only in the ordinary courseSubsidiaries have not entered into any material oral or written agreement or other transaction, and during such period there has that is not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business or that would result in a Material Adverse Effect on Parent, excluding any changes and effects resulting from changes in economic, regulatory or political conditions or changes in conditions generally applicable to the industries in which Parent and Subsidiaries of Parent are involved and except for any such changes or effects resulting from this Agreement, the transactions contemplated hereby or the announcement thereof; (B) Parent and its Subsidiaries have not causedsustained any loss or interference with their business or properties from fire, in the aggregateflood, a Parent Material Adverse Effect; windstorm, accident or other calamity (b) any damage, destruction or loss, whether or not covered by insurance, ) that would have has had a Parent Material Adverse Effect; Effect on Parent; (cC) other than any waiver or compromise indebtedness incurred by Parent after the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any liendate hereof as permitted by Section 4.l(a)(v), claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any there has been no material change in any compensation arrangement the consolidated indebtedness of Parent and its Subsidiaries, and no dividend or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment distribution of any officer kind declared, paid or made by Parent on any class of its stock; (D) there has been no event causing, or reasonably likely to cause, a Material Adverse Effect on Parent, excluding any changes and effects resulting from changes in economic, regulatory or political conditions or changes in conditions generally applicable to the industries in which Parent and Subsidiaries of Parent are involved and except for any such changes or effects resulting from this Agreement, the transactions contemplated hereby or the announcement thereof; and (E) except as permitted by this Agreement, there has been no direct or indirect redemption, purchase or other acquisition of any shares of the Parent; (h) any mortgage, pledge, transfer of a security interest in's capital stock, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment of any dividend or other distribution by the Parent in respect of any of the Parent’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition issuance of any shares of such capital stock by the Parent; (k) any alteration of the Parent’s method of accounting , or the identity of its auditors; (l) any issuance of equity securities granting to any officer, director person of any option to purchase or affiliate, except pursuant other right to existing Parent acquire shares of capital stock option plans; or (m) any arrangement or commitment by of the Parent or any stock split or other change in the Parent's capitalization; (F) neither the Parent nor any Subsidiary has entered into or agreed to do enter into any of the things described in this Section 4.08.new or amended contract with any labor unions 11

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Scheduleon Schedule 5.08, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes Taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliateAffiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.085.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (lI) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock Preferred Stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreementsince December 31, 2010, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance Lien or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentParent (except for the resignation of Sxxxxx Xxxxxxx at the Closing); (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the Parent, with respect to any of its material properties or assets, except liens Liens for taxes not yet due or payable and liens Liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansaffiliate (as defined in the Securities Act); or (m) except in connection with the Transactions, any arrangement or commitment by the Parent to do any of the things described in this Section 4.083.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08Section.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleOssen Financial Statements, from the date of the most recent audited financial statements included in the filed Parent SEC Documents December 31, 2009 to the date of this Agreement, the Parent Ossen has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsOssen or any of its subsidiaries, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Ossen Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Ossen Material Adverse Effect; (c) any waiver or compromise by the Parent Ossen or any of its subsidiaries of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentOssen or any of its subsidiaries, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Ossen Material Adverse Effect; (e) any material change to a material Contract by which the Parent Ossen or any of its subsidiaries or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentOssen or any of its subsidiaries, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentOssen’s or its subsidiaries’ ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Ossen or any of its subsidiaries to or for the benefit of its employees, officers or directors, or any members of their immediate families, or any loans or advances to any persons, corporations, business trusts, associations, companies, partnerships, limited liability companies, joint ventures and other entities, governments, agencies and political subdivision other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentOssen’s method of accounting or the identity of its auditors; (li) any issuance declaration or payment of dividend or distribution of cash or other property to the Ossen Shareholders or any purchase, redemption or agreements to purchase or redeem any Ossen Stock; (j) any issuance, sale, disposition or encumbrance of equity securities to any officer, director or affiliate, except pursuant to existing Parent or any change in their outstanding shares of capital stock option plansor their capitalization, whether by reason of reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise; or (mk) any arrangement or commitment by the Parent Ossen or any of its subsidiaries to do any of the things matters described in this Section 4.083.20.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents filing or in the Parent Disclosure Schedule, from the date of the most recent audited unaudited financial statements included in the filed Parent SEC Documents filing to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors;; or (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.;

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents most recent BP1 Financial Statements or in the Parent BP1 Disclosure ScheduleLetter, from the date of the most recent audited unaudited financial statements included in the filed Parent SEC Documents of BP1 to the date of this Agreement, the Parent BP1 has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent BP1 from that reflected in the Parent SEC DocumentsBP1 Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent BP1 Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent BP1 Material Adverse Effect; (c) any waiver or compromise by the Parent BP1 of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentBP1, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent BP1 Material Adverse Effect; (e) any material change to a material Contract by which the Parent BP1 or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentBP1; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, BP1 with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentBP1’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent BP1 to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentBP1’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentBP1; (k) any alteration of the ParentBP1’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent BP1 stock option plans; or (m) any arrangement or commitment by the Parent BP1 to do any of the things described in this Section 4.084.8.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleReports, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent Healthplace has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Healthplace from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Healthplace Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Healthplace Material Adverse Effect; (c) any waiver or compromise by the Parent Healthplace of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentHealthplace, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Healthplace Material Adverse Effect; (e) any material change to a material Contract by which the Parent Healthplace or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentHealthplace; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, Healthplace with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentHealthplace’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Healthplace to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentHealthplace’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentHealthplace; (k) any alteration of the ParentHealthplace’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Healthplace stock option plans; or (m) any arrangement or commitment by the Parent Healthplace to do any of the things described in this Section 4.084.22.

Absence of Certain Changes or Events. Except as disclosed in connection with the filed Parent SEC Documents or in the Parent Disclosure ScheduleTransactions, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreementsince inception, the Parent PetVivo has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsPetVivo, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent PetVivo Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent PetVivo Material Adverse Effect; (c) any waiver or compromise by the Parent PetVivo of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentPetVivo, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent PetVivo Material Adverse Effect; (e) any material change to a material Contract or amendment thereto by which the Parent PetVivo or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentPetVivo, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do does not materially impair the Parent’s PetVivo's ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent PetVivo to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the Parent’s PetVivo's method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to the PetVivo Shareholders or any purchase, redemption or agreements to purchase or redeem any PetVivo Shares; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansaffiliate with the exception of those issuances listed on Schedule B; or (mk) any arrangement or commitment by the Parent PetVivo to do any of the things described in this Section 4.08Section.

Absence of Certain Changes or Events. Except as disclosed Since the Parent Audit Date, Parent and its Subsidiaries have conducted their business in the filed ordinary course consistent with past practice and, except as contemplated herein or as specifically described (including as to circumstances and consequences) in Section 6.9 of the Parent SEC Documents Disclosure Schedule or in the Parent Disclosure ScheduleReports, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assetsor event that, liabilitiesby itself or together with other changes or events, financial condition has or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that is reasonably likely to have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, loss (whether or not covered by insurance) materially adversely affecting the properties or business of Parent and its Subsidiaries, that would have taken as a Parent Material Adverse Effectwhole; (c) any waiver breach or compromise by the amendment of any Parent of a valuable right or of a material debt owed to itMaterial Contract (as hereinafter defined); (d) any satisfaction the commencement or discharge notice or, to the knowledge of Parent, threat of commencement, of any lien, claimlawsuit or proceeding against, or encumbrance investigation of, Parent or payment any of its Subsidiaries or any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effecttheir affairs; (e) any material change failure to a material Contract by which the Parent or any use all commercially reasonable efforts to (i) maintain its properties and facilities, including those held under leases, in good working order and condition, ordinary wear and tear excepted; (ii) perform all of its assets is bound obligations under Parent Material Contracts relating to or subjectaffecting its assets, properties or rights, or operate, manage or maintain its leased premises in the usual and customary manner for similar properties, or (iii) keep in full force and effect all insurance policies; (f) any material change advance or loan made to any Person except in any compensation arrangement or agreement with any employee, officer, director or stockholderthe Ordinary Course of Business; (g) any resignation payment, discharge or termination of employment satisfaction of any officer material claims or liabilities (absolute, accrued, asserted or unasserted, contingent or otherwise) other than payment, discharge or satisfaction in the Ordinary Course of the ParentBusiness; (h) creation or assumption of any mortgage, pledge, transfer or other Lien or upon any assets or properties of a security interest in, Parent or lien, created by the Parent, with respect to any of its material properties Subsidiaries, issuance of any debt instrument or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course guarantee of business and do not materially impair the Parent’s ownership or use indebtedness of such property or assetsa third party; (i) cancellation of any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directorsdebts owing to, or waiver of any members claims or rights pertaining to, the business of their immediate families, other than travel advances Parent and other advances made in the ordinary course of its businessSubsidiaries; (j) any declaration, setting aside shortening or payment or other distribution in respect of any lengthening of the Parent’s capital stock, customary payment cycles in any material manner for any payables or any direct receivables of Parent or indirect redemption, purchase, or other acquisition of any of such stock by the Parentits Subsidiaries; (k) sale, assignment, lease, pledge, or other transfer or disposal of any alteration assets, property, equipment or rights of Parent or its Subsidiaries except in the Parent’s method Ordinary Course of accounting or the identity of its auditors;Business; or (l) negotiation or agreement by Parent or any issuance of equity securities its Subsidiaries, or, to the knowledge of Parent, any other director, officer, director or affiliateemployee thereof, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in the preceding clauses (a) through (k) (other than negotiations with the Company and its Subsidiaries and their respective officers, directors, employees, agents, advisors, affiliates and other representatives (such Persons, together with the Subsidiaries of the Company, collectively, the "Company Representatives") regarding the transactions contemplated by this Section 4.08Agreement).

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from From the date of the most recent audited financial statements included in the filed Parent SEC Documents inception to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsParent, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lienLien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the Parent, with respect to any of its material properties or assets, except liens Liens for taxes not yet due or payable and liens Liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.06.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents March 31, 2010 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to Shareholders or any purchase, redemption or agreements to purchase or redeem any shares of Company Stock; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Company stock option plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.23.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents June 30,2006 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to Members or any purchase, redemption or agreements to purchase or redeem any shares of Company Units; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option Company Unit plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.24.

Absence of Certain Changes or Events. Except as disclosed in the filed Filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleReports, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent TRADEON has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent TRADEON from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent TRADEON Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent TRADEON Material Adverse Effect; (c) any waiver or compromise by the Parent TRADEON of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentTRADEON, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent TRADEON Material Adverse Effect; (e) any material change to a material Contract by which the Parent TRADEON or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentTRADEON; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, TRADEON with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentTRADEON’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent TRADEON to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentTRADEON’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentTRADEON; (k) any alteration of the ParentTRADEON’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent TRADEON stock option plans; or (m) any arrangement or commitment by the Parent TRADEON to do any of the things described in this Section 4.084.22.

Absence of Certain Changes or Events. (a) Except as disclosed in the filed Parent SEC Documents or in filed with the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents prior to the date of this AgreementAmendment Date, the since December 31, 2003, (i) Parent has conducted and its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that Subsidiaries have not causedincurred 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 aggregate, have a Parent Material Adverse Effect; Effect on Parent; (bii) Parent and its Subsidiaries have not sustained any damageloss or interference with their business or properties from fire, destruction flood, windstorm, accident or loss, other calamity (whether or not covered by insurance) that has, that would have individually or in the aggregate, had a Parent Material Adverse Effect;Effect on Parent; (iii) through the Amendment Date, there has not been any split, combination or Table of Contents reclassification of any of 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 Parent’s capital stock or dividend or distribution of any kind declared, set aside, paid or made by Parent on any class of its stock; and (iv) through the Amendment Date, there has been no Material Adverse Change with respect to Parent. (cb) any waiver or compromise by Section 2.7(b) of the Parent of Letter sets forth a valuable right or of a material debt owed to it; list (d) any satisfaction or discharge without specifying the identity of any liencustomer listed thereon) for the twelve months ended December 31, claim2003 of the top ten revenue producing customers of Parent and its Subsidiaries (collectively, the “Parent Key Customers”), including the amount of revenue received from such Parent Key Customers for the twelve months ended December 31, 2003. Since January 1, 2004 there has been no actual or, to the Knowledge of Parent, threatened termination, cancellation or limitation of, or encumbrance adverse modification or payment change in, the business relationship of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement Subsidiaries with any employee, officer, director one or stockholder; (g) any resignation or termination of employment of any officer more of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate familiesKey Customers, other than travel advances and other advances made as would not, individually or in the ordinary course of its business; (j) any declarationaggregate, setting aside or payment or other distribution in respect of any of the have a Material Adverse Effect on Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except Since September 30, 2010, except as expressly contemplated by this Agreement, or specifically disclosed in the filed any Parent SEC Documents or in the Parent Disclosure ScheduleDocument filed since September 30, from the date of the most recent audited financial statements included in the filed Parent SEC Documents 2010 and prior to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) there has not been any change in the assetsParent Material Adverse Effect, liabilities, financial condition and no event has occurred or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not causedcircumstance has arisen that, in the aggregatecombination with any other events or circumstances, would reasonably be expected to have or result in a Parent Material Adverse Effect; (b) there has not been any damage, destruction or material loss, damage or destruction to, or any material interruption in the use of, any of Parent’s or any of its Subsidiaries’ material assets (whether or not covered by insurance, that would have a Parent Material Adverse Effect;); and (c) any waiver or compromise by neither the Parent nor any of a valuable its Subsidiaries has taken any of the following actions: (i) sold, issued or authorized the issuance of: (A) any capital stock or other security; (B) any option or right to acquire any capital stock (or cash based on the value of a material debt owed to itcapital stock) or other security; or (C) any instrument convertible into or exchangeable for any capital stock (or cash based on the value of capital stock) or other security; (dii) amended or waived any of its rights under, or permitted the acceleration of vesting under: (A) any satisfaction or discharge provision of any lienof the Parent Stock Option Plans; (B) any provision of any agreement evidencing any outstanding Parent Option; or (C) any provision of any restricted stock agreement; (iii) neither Parent nor any of its Subsidiaries have amended or permitted the adoption of any amendment to its articles of incorporation and bylaws or similar organizational documents, claimincluding all amendments thereto, of Parent and each of its Subsidiaries (the “Parent Charter Documents”), or encumbrance effected or payment permitted Parent or any of its Subsidiaries to become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) formed any Subsidiary or acquired any equity interest or other interest in any other Entity; (v) made any capital expenditure outside the ordinary course of business, except for such capital expenditures that, when added to all other capital expenditures made on behalf of Parent and its Subsidiaries, do not exceed $75,000; (vi) (A) entered into, or permitted any of the assets owned or used by it to become bound by, any Contract that is or would constitute a Parent Material Contract; or (B) materially amended or prematurely terminated, or waived any material right or remedy under, any such Contract; (vii) sold, leased, licensed, pledged, granted, encumbered (other than Permitted Encumbrances) or otherwise disposed of any obligation by of its properties or assets which are material, individually or in the Parentaggregate, to its business outside of the ordinary course of business; (viii) (A) loaned money to any Person (except for routine travel advances to current employees of Parent or its Subsidiaries in the ordinary course of business consistent with past practices); or (B) guaranteed any Indebtedness; (ix) (A) established, adopted, materially amended or terminated any Parent Employee Plan; (B) paid any bonus or made any profit-sharing payment, cash incentive payment or similar payment, other than commissions or bonuses paid in the ordinary course of business and consistent with past practices; or (C) materially increased the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer amount of the Parent; wages, salary, commissions, fringe benefits or other compensation (hincluding equity-based compensation, whether payable in cash or otherwise) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect remuneration payable to any of its material properties directors or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assetsofficers; (ix) except as required by any loans or guarantees made by the Parent to or for the benefit applicable Legal Requirement, changed any of its employees, officers methods of accounting or directors, or accounting practices in any members of their immediate families, other than travel advances and other advances made in the ordinary course of its businessmaterial respect; (jxi) made or changed any declarationmaterial Tax election, setting aside adopted or payment or other distribution changed a material accounting method in respect of any Taxes, enter into a Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or comprise a claim, notice, audit report or assessment in respect of Taxes, or consented to an extension or waiver of the Parent’s capital stock, statutory limitation period applicable to a claim or any direct or indirect redemption, purchase, or other acquisition assessment in respect of any of such stock by the ParentTaxes; (kxii) commenced or settled any alteration Legal Proceeding for an amount in excess of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans$75,000; or (mxiii) any arrangement agreed or commitment by the Parent committed to do take any of the things actions described in this Section 4.08clauses “‎(iii)” through “‎(xii)” above.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Pypo Financial Statements or in Section 7.8 of the Parent Pypo Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents March 31, 2008 to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in event, situation or effect (whether or not covered by insurance) that has resulted in, or to the assetsPypo Entities’ Knowledge, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregateis reasonably likely to result in, a Parent Material Adverse EffectEffect on the Pypo Entities; (b) any damage, destruction or lossloss to, or any material interruption in the use of, any of the assets of any of the Pypo Entities (whether or not covered by insurance, ) that would has had or could reasonably be expected to have a Parent Material Adverse EffectEffect on the Pypo Entities; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Material Contract by which any of the Parent Pypo Entities or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (hd) any mortgage, pledge, transfer of a security interest in, or lienLien, created by any of the ParentPypo Entities, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assetsPermitted Liens; (ie) any loans or guarantees made by any of the Parent Pypo Entities to or for the benefit of its employees, officers or directors, or any members of their immediate families, or any material loans or guarantees made by the Pypo Entities to or for the benefit of any of its employees or any members of their immediate families, in each case, other than travel advances and other advances made in the ordinary course of its business; (jf) any change of the identity of its auditors or material alteration of any Pypo Entities’ method of accounting or accounting practice; (g) any declaration, setting accrual, set aside or payment of dividend or any other distribution of cash or other distribution property in respect of any shares of capital stock of any Pypo Entities or any purchase, redemption or agreements to purchase or redeem by any Pypo Entities of any shares of capital stock or other securities; (h) any sale, issuance or grant, or authorization of the Parent’s capital stockissuance of equity securities of any Pypo Entities, except pursuant to existing stock option plans of Pypo Entities; (i) any amendment to any Pypo Constituent Instruments, any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction involving any direct or indirect redemption, purchase, or other acquisition Pypo Entities; (j) any creation of any Subsidiary of any of such stock the Pypo Entities or acquisition by any of the ParentPypo Entities of any equity interest or other interest in any other Person; (k) any alteration of the Parent’s method of accounting or the identity of its auditorsmaterial Tax election by any Pypo Entities; (l) any issuance commencement or settlement of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansmaterial Actions (as defined below) by any of the Pypo Entities; or (m) any negotiations, arrangement or commitment by the Parent to do any of the things Pypo Entities to take any of the actions described in this Section 4.087.8.

Absence of Certain Changes or Events. Except as disclosed in Section 3.8 of the filed Parent SEC Documents or in the Parent NCCI Disclosure Schedule, from the date of the most recent audited financial statements and interim financial statements included in the filed Parent NCCI SEC Documents documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assetsevent, liabilitiessituation or effect (whether or not covered by insurance) that has resulted in, financial condition or operating results of the Parent from that reflected in the Parent SEC Documentsto NCCI’s Knowledge, except changes in the ordinary course of business that have not caused, in the aggregateis reasonably likely to result in, a Parent Material Adverse EffectEffect on NCCI; (b) any damage, destruction or lossloss to, or any material interruption in the use of, any of the assets of NCCI (whether or not covered by insurance, ) that would has had or could reasonably be expected to have a Parent Material Adverse EffectEffect on NCCI; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent NCCI or any of its assets is bound or subject; (fd) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderShareholder; (ge) any resignation or termination of employment of any officer the Chief Executive Officer, Chief Financial Officer or the Secretary of the ParentNCCI; (hf) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the ParentNCCI, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent NCCI to or for the benefit of its employees, officers or directors, or any members of their immediate families, or any material loans or guarantees made by NCCI to or for the benefit of any of its employees or any members of their immediate families, in each case, other than travel advances and other advances made in the ordinary course of its business; (jh) any declaration, setting aside or payment or other distribution in respect of any of the ParentNCCI’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentNCCI; (ki) any alteration of the ParentNCCI’s method of accounting or the identity of its auditors; (lj) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock NCCI shares option plans; or (mk) any negotiations, arrangement or commitment by the Parent NCCI to do take any of the things actions described in this Section 4.083.8.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleReports, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent Getpoker has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Getpoker from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Getpoker Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Getpoker Material Adverse Effect; (c) any waiver or compromise by the Parent Getpoker of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentGetpoker, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Getpoker Material Adverse Effect; (e) any material change to a material Contract by which the Parent Getpoker or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentGetpoker; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, Getpoker with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentGetpoker’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Getpoker to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentGetpoker’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentGetpoker; (k) any alteration of the ParentGetpoker’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Getpoker stock option plans; or (m) any arrangement or commitment by the Parent Getpoker to do any of the things described in this Section 4.084.22.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Scheduleon Schedule 4.08, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, prospects, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lienLien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject, except for the waiver of compensation due Xxxxxxxx Xxxx; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the Parent, with respect to any of its material properties or assets, except liens Liens for taxes not yet due or payable and liens Liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (jh) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (ki) any alteration of the Parent’s method of accounting or the identity of its auditors; (lj) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans, to Xxxx Xxxxx under an Exchange Agreement or 50 million Restricted Units issued to Xxxxxxxx Xxxx; or (mk) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from From the date of the most recent audited financial statements included in of the filed Parent SEC Documents (the “Parent Financial Statements”) to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsFinancial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, Parent with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.07.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliateaffiliate (as defined in the Securities Act), except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents December 31, 2007 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to Stockholders or any purchase, redemption or agreements to purchase or redeem any shares of Company Stock; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Company stock option plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.25.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent Financial Statements or Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreementsince September 30, the 2009, Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsUnaudited Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members Shareholders of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.