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

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect.

Absence of Certain Changes or Events. The Company has notExcept in connection with this Agreement, since the Balance Sheet DatePlans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolutein Section 3.5 of the Trenwick Disclosure Letter, accrued, contingent or otherwise) except for obligations or liabilities incurred as disclosed in the ordinary courseTrenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick and any such obligation or liability incurred its Subsidiaries have conducted their business in the ordinary course would consistent with past practice, and there has not have occurred (i) any event or change having individually or in the aggregate a Material Adverse EffectEffect on Trenwick, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrancedeclaration, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any distribution in respect of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) (A) any granting by Trenwick or any of its capital stock; or Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, (xiB) Experienced damageany granting by Trenwick or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, destruction or loss any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (whether or not covered by insuranceiv) any tax election that would individually or in the aggregate would have a Material Adverse Effect on Trenwick or experienced any other of its tax attributes or any settlement or compromise of any material adverse income tax liability, or (v) any change in accounting methods, principles or changes individually practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in the aggregate that would have a Material Adverse Effectapplicable accounting principles (including statutory accounting practices ("SAP")).

Absence of Certain Changes or Events. The Company has notExcept as disclosed in the Lil Marc SEC Reports filed prior to the date hereof, since the Balance Sheet Date, except as described on Schedule 4.23Lil Marc and each of its subsidiaries ITI has not: (ia) Incurred incurred any material obligation debts, obligations or liability (liabilities, absolute, accrued, contingent or otherwise) , whether due or to become due, except for obligations or current liabilities incurred in the usual and ordinary coursecourse of business and consistent with past practices, having individually or in the aggregate a Lil Marc Material Adverse Effect; (b) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise; (c) discharged or satisfied any such Liens other than those securing, or paid any obligation or liability incurred other than, current liabilities shown in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance SheetLil Marc SEC Reports, and (b) current liabilities incurred since the Balance Sheet Date Date, in each case in the usual and ordinary course of business that would not have a Material Adverse Effectand consistent with past practices; (iiid) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgagedmortgaged, pledged or subjected to any lien, charge or other encumbrance lien any of its assets, tangible or intangible; (ve) Sold sold, transferred or transferred leased any of its assets or cancelled any debts or claims or waived any rights, except in the usual and ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viiif) Authorized cancelled or compromised any capital expenditure for real estate debt or leasehold improvementsclaim, machineryor waived or released any right, equipment or molds in excess of $10,000.00 in the aggregatematerial value; (ixg) Except for this Agreement, entered into suffered any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced physical damage, destruction or loss (whether or not covered by insurance) that would individually adversely affecting the properties, business or prospects of Lil Marc; (h) entered into any transaction other than in the aggregate have a Material Adverse Effect usual and ordinary course of business except for this Agreement and the related agreements contemplated hereby; (i) encountered any labor difficulties or labor union organizing activities; (j) made or granted any wage or salary increase or entered into any employment agreement; (k) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of Lil Marc; (l) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities; (m) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other material adverse change than changes, events or changes individually conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in the aggregate that would have conjunction with all such other changes, events and conditions) a Lil Marc Material Adverse Effect; (n) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted; or (o) entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

Absence of Certain Changes or Events. The Company has notExcept as described in Schedule 4.6, since the date of the Most Recent Balance Sheet Date, except as described on Schedule 4.23Sheet: (i) Incurred any 4.6.1 no material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred adverse change has occurred in the ordinary coursefinancial condition, and any such obligation results of operations, assets, liabilities, income or liability incurred in prospects of the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceLicensed Operations or Acquired Assets; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications 4.6.2 no material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or has occurred affecting the Acquired Assets; 4.6.3 except in the aggregate have a Material Adverse Effect ordinary course of business of Seller in accordance with existing Hospital personnel policies, Seller has not increased or experienced agreed to increase the compensation payable to any of the employees, contractors or service providers of Seller or made or agreed to make any bonus or severance payment to any of the employees, contractors or service providers of Seller and Seller has not employed any additional management personnel in respect of the Licensed Operations; 4.6.4 no labor dispute or enactment of state or local Law, promulgation of state or local regulation, or other material adverse change event or changes individually condition has occurred materially adversely affecting the Licensed Operations or the Acquired Assets; 4.6.5 Seller has not sold, assigned, transferred, distributed or otherwise disposed of any of the Acquired Assets, except in the aggregate that would have ordinary course of business of Seller and under the operations of the Interim Management Services Agreement; 4.6.6 no Encumbrance has been imposed on any of the Acquired Assets except Permitted Encumbrances; 4.6.7 Seller has not cancelled or waived any rights in respect of the Acquired Assets, except in the ordinary course of business of Seller; 4.6.8 there has been no material change in any accounting method, policy or practice of Seller, except as pursuant to the Interim Management Services Agreement, with respect to the Acquired Assets or Licensed Operations; 4.6.9 Seller has not entered into or agreed to enter into any transaction outside the ordinary course of business of Seller which may cause a Material Adverse Effectliability or obligation of Seller in excess of Seventy-Five Thousand Dollars ($75,000), except as pursuant to the Interim Management Services Agreement; and 4.6.10 Seller has not entered into any agreement by or on behalf of Seller with any physician, except as pursuant to the Interim Management Services Agreement.

Absence of Certain Changes or Events. The Company has notExcept in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby, as disclosed in the LaSalle SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed LaSalle SEC Reports") since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred date of the most recent audited financial statements included in the ordinary courseFiled LaSalle SEC Reports, LaSalle Holdings and any such obligation or liability incurred its Subsidiaries have conducted their business in the ordinary course would consistent with past practice, and there has not have occurred (i) any event or change having individually or in the aggregate a Material Adverse EffectEffect on LaSalle Holdings, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrancedeclaration, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any distribution of LaSalle Holdings's outstanding capital stock, other than regular quarterly dividends in respect an amount payable in cash not in excess of $1.0938 per Series A Preferred Share and quarterly dividends in an amount payable in cash not in excess of $0.375 per LaSalle Holdings Share, Voting Share and Non-Voting Share and dividends paid by wholly owned Subsidiaries, (iii) (A) any granting by LaSalle Holdings or any of its capital stock; or Subsidiaries to any current or former director or officer of LaSalle Holdings or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, (xiB) Experienced damageany granting by LaSalle Holdings or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by LaSalle Holdings or any of its Subsidiaries into, destruction or loss any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (whether or not covered by insuranceiv) any tax election that would individually or in the aggregate would have a Material Adverse Effect on LaSalle Holdings or experienced any other of its tax attributes or any settlement or compromise of any material adverse income tax liability, or (v) any change in accounting methods, principles or changes individually practices by LaSalle Holdings or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in the aggregate that would have a Material Adverse Effectapplicable accounting principles (including SAP).

Absence of Certain Changes or Events. The Company has not, since Since the BIZ Balance Sheet Date, except as described on Schedule 4.23Date (and other than in compliance with Section 5.3) there has not occurred: (ia) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse EffectEffect with respect to BIZ and BCP, except for claims, if any, that are adequately covered by insurancetaken as a whole; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date any amendments or changes in the ordinary course BIZ's certificate of business incorporation or bylaws; (c) any damage, destruction or loss, whether covered by insurance or not, that would not have could reasonably constitute a Material Adverse EffectEffect with respect to BIZ; (iiid) Increased or established any reserve or accrual for taxes redemption, repurchase or other liability on its books acquisition of shares of capital stock of BIZ or otherwise provided therefor, except BCP (a) as disclosed on the Balance Sheetother than pursuant to arrangements with terminated employees or consultants), or any declaration, setting aside or payment of any dividend or other distribution (bwhether in cash, stock or property) as may have been required under generally accepted accounting principles due with respect to income earned any capital stock of BIZ or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingBCP; (ive) Mortgaged, pledged any material increase in or subjected modification of the compensation or benefits payable or to any lien, charge become payable by BIZ or other encumbrance BCP to any of its assets, tangible directors or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rightsemployees, except in the ordinary course of business and which would not have a Material Adverse Effectconsistent with past practice; (vif) Disposed any material increase in or modification of or permitted to lapse any patents or trademarks bonus, pension, insurance or any patent of the BIZ Employee Plans or trademark applications material to BIZ Benefit Arrangements (including, but not limited to, the operation granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its businessemployees, other than in the ordinary course of business consistent with past practice; (viig) Incurred any significant labor trouble acquisition or granted any general sale of a material amount of property or uniform increase in salary assets of BIZ or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agentBCP, other than regularly scheduled increases that are in the ordinary course of business consistent with past practices; (viiih) Authorized any capital expenditure for real estate alteration in any term of any outstanding security of BIZ or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in BCP other than as required under the aggregateterms thereof; (ixi) Except any (A) incurrence, assumption or guarantee by BIZ or BCP of any debt for this Agreementborrowed money other than pursuant to credit lines or loan agreements disclosed in the BIZ Balance Sheet or the notes thereto; (B) issuance or sale of any securities convertible into or exchangeable for debt securities of BIZ; or (C) issuance or sale of options or other rights to acquire from BIZ or BCP, entered directly or indirectly, debt securities of BIZ or BCP or any securities convertible into or exchangeable for any material transactionsuch debt securities; (xj) Issued any stockscreation or assumption by BIZ or BCP of any mortgage, bondspledge, security interest or lien or other corporate securitiesencumbrance on any material asset (other than liens for taxes not yet delinquent and liens and encumbrances which are not material in character, amount or made extent and which do not materially interfere with the use of the asset subject thereto or affected thereby); (k) any declaration or payment making of any dividend loan, advance or capital contribution to or investment in any distribution person other than (i) travel loans or advances made in respect the ordinary course of its capital stockbusiness, (ii) other loans and advances in an aggregate amount which does not exceed $25,000 outstanding at any time and (iii) purchases on the open market of liquid, publicly traded securities; (l) any entering into, amendment of, relinquishment, termination or non-renewal by BIZ or BCP of any material contract, lease commitment or other material right or obligation other than in the ordinary course of business; (m) any transfer or grant of a right under the BIZ IP Rights (as defined in Section 3.14), other than in the ordinary course of business; (n) any material labor dispute or written charge of unfair labor practice (other than routine individual grievances), or, to the knowledge of BIZ, any material activity or proceeding by a labor union or representative thereof to organize any employees of BIZ or BCP; or (xio) Experienced damageany agreement or arrangement made by BIZ or BCP to take any action, destruction or loss (whether or not covered by insurance) that would individually or in which, if taken prior to the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that date hereof, would have a Material Adverse Effectmade any representation or warranty, set forth in this Agreement untrue or incorrect unless otherwise disclosed.

Absence of Certain Changes or Events. The Company From the date of Seller’s most recent balance sheet filed with the Securities and Exchange Commission on or prior to the date of this Asset Purchase Agreement to the Closing Date: (a) there has not, since not been any material adverse change in the Balance Sheet Datecondition of the Purchased Assets, except as described on Schedule 4.23:set forth in Section 4.12(a) of the Seller Disclosure Schedule; (b) Seller has not amended or changed, or proposed to amend or change, its Charter Documents in a manner that would reasonably be expected to delay the consummation of the transactions contemplated by this Asset Purchase Agreement; (c) Seller has not (i) Incurred any material obligation increased or liability (absolute, accrued, contingent modified the compensation or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages benefits payable or to become payable by it Seller to any directorcurrent or former directors, officeremployees, employee consultants or agentcontractors engaged in the operation of the Facility in any material respect, (ii) increased or modified any Benefit Plan made to, for or with any current or former directors, employees, consultants or contractors engaged in the operation of the Facility, or by means (iii) entered into any employment, severance or termination agreement regarding any of the Transferred Employees; (d) Seller has not sold, leased, transferred or assigned any Purchased Assets, except for (i) the sale of Inventory other than Equipment Part Inventory and Operational Inventory, (ii) the sale of obsolete Equipment, in each case in the Ordinary Course of the Business, and (iii) except as set forth in Section 4.12(d) of the Seller Disclosure Schedule; (e) Seller has not removed or disposed of any bonus Equipment, except as set forth in Section 4.12(e) of the Seller Disclosure Schedule; (f) Seller has not mortgaged, pledged or pension plansubjected to Liens any Purchased Assets, contract except for Liens arising under lease financing arrangements existing as of the date of Seller’s most recent balance sheet filed with the Securities and Exchange Commission on or other commitment increased prior to the compensation date of this Asset Purchase Agreement, Permitted Liens and Liens set forth in Section 4.12(f) of the Seller Disclosure Schedule; (g) Seller has not entered into, amended, modified, canceled or waived any directorrights under, officerany Material Contract and no Material Contract has been terminated or cancelled, employee except for in the Ordinary Course of the Business or agentas set forth in Section 4.12(g) of the Seller Disclosure Schedule; (h) there has not been any material labor dispute, other than regularly scheduled increases that are consistent with past practicesindividual grievances, or to the Knowledge of Seller, any activity or proceeding by a labor union or representative thereof to organize any Facility Employee; (viiii) Authorized Seller has not agreed, or entered into any capital expenditure for real estate arrangement, to take any action which, if taken prior to the date hereof, would have made any representation or leasehold improvements, machinery, equipment warranty set forth in this Article IV as qualified by the Seller Disclosure Schedule materially untrue or molds in excess incorrect as of $10,000.00 in the aggregatedate when made; (ixj) Except for this Agreement, entered into there has not been any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (with respect to the Purchased Assets, whether or not covered by insurance; and (k) that would individually Seller has not agreed, whether in writing or in otherwise, to do any of the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Company Except as disclosed in the CDnow SEC Documents filed and publicly available prior to the date of this Agreement (the "Filed CDnow SEC Documents") or set forth in the CDnow Disclosure Letter, each of CDnow and each CDnow Subsidiary has not, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred conducted its business only in the ordinary course, and there has not been: (i) since March 18, 1999, any such obligation event, change, effect or liability incurred development that, individually or in the ordinary course would not aggregate, has had or could reasonably be expected to have a CDnow Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged since March 18, 1999, any declaration, setting aside or satisfied payment of any lien dividend or encumbranceother distribution (whether in cash, stock or property) with respect to any CDnow Capital Stock or any repurchase for value by CDnow of any CDnow Capital Stock; (iii) since March 18, 1999, any split, combination or reclassification of any CDnow Capital Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of, or paid in substitution for shares of, CDnow Capital Stock; (iv) since March 18, 1999, (A) any granting by CDnow or satisfied any obligations CDnow Subsidiary to any director or liability executive officer of, or consultant (absolutewho performs services comparable to an employee) to, accruedCDnow or any CDnow Subsidiary of any increase in compensation, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date except for customary increases in cash compensation in the ordinary course of business that would not have a Material Adverse Effectconsistent with prior practice or as was required under employment agreements or plans in effect as of Xxxxx 00, 0000, (X) any granting by CDnow or any CDnow Subsidiary to any such director, executive officer or consultant of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements or plans in effect as of March 18, 1999, (C) except as permitted by Section 7.01(a)(viii) after the date of this Agreement, any entry by CDnow or any CDnow Subsidiary into, or any amendment of, any employment, consulting, deferred compensation, indemnification, severance or termination agreement with any such director, executive officer or consultant or (D) any acceleration of the vesting of any CDnow Employee Stock Options or other equity-based compensation; (iiiv) Increased since December 31, 1998, any change in accounting methods, principles or established practices by CDnow or any reserve CDnow Subsidiary materially affecting the consolidated assets, liabilities or accrual for taxes results of operations of CDnow or other liability on its books or otherwise provided thereforsuch CDnow Subsidiary, except (a) as disclosed on the Balance Sheet, or (b) insofar as may have been required under generally accepted accounting principles due by a change in GAAP or by SEC interpretations with respect to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingfilings therewith; (ivvi) Mortgagedsince December 31, pledged 1998, any material elections or subjected changes in accounting methods with respect to Taxes by CDnow or any lien, charge CDnow Subsidiary or other encumbrance settlement or compromise by CDnow or any CDnow Subsidiary of its assets, tangible any material Tax liability or intangiblerefund; (vvii) Sold since March 18, 1999, any acquisition by CDnow or transferred any CDnow Subsidiary (A) by merging or consolidating with, or by purchasing assets of, or by any other manner, any equity interest in or portion of its any business of any corporation, partnership, company, limited liability company, joint venture, association or other business organization or division thereof or (B) of any assets or cancelled any debts or claims or waived any rightsthat, individually, are in excess of $1 million or, in the aggregate, are in excess of $2.5 million, except purchases of inventory for resale and renewals of licenses, in each case in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesprior practice; (viii) Authorized since March 18, 1999, any capital expenditure for real estate sale, lease, assignment, transfer, conveyance, delivery or leasehold improvementsother disposition, machineryor any divestiture, by CDnow or any CDnow Subsidiary of any properties or assets of CDnow or such CDnow Subsidiary, other than sales of inventory and renewals of licenses, in each case in the ordinary course of business consistent with prior practice and sale/leaseback transactions in respect of equipment or molds in excess of financings not to exceed $10,000.00 1 million in the aggregate;; or (ix) Except for this Agreementsince March 18, entered into 1999, any material transaction; (x) Issued entry by CDnow or any stocks, bondsCDnow Subsidiary into, or other corporate securitiesany amendment or modification of, or made any declaration or payment of any dividend or any distribution agreement (A) in respect of its capital stock; or the licensing of any material Intellectual Property Rights (xias defined in Section 3.20) Experienced damageon an exclusive basis or for a term in excess of two years or involving the cash payment, destruction equivalent equity outlay or loss provision of services in an amount greater than (whether I) $100,000 per annum or not covered by insurance(II) $500,000 over the term of the agreement, (B) with any "portal", "internet service provider" or "internet search engine" that would individually provides for the cash payment, equivalent equity outlay or provision of services in an amount greater than (I) $100,000 per annum or (II) $500,000 over the aggregate have a Material Adverse Effect term of the agreement or experienced (C) with any other material adverse change record company or changes individually label or affiliate thereof that provides for the cash payment, equivalent equity outlay or provision of services in an amount greater than (I) $100,000 per annum or (II) $500,000 over the aggregate that would have a Material Adverse Effectterm of the agreement.

Absence of Certain Changes or Events. The Company has notExcept as disclosed on Section 3.9 of the Caldera Disclosure Letter, since the Caldera Financial Statements Balance Sheet Date, except as described on Schedule 4.23Date there has not occurred: (ia) Incurred any material obligation change or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not event which could reasonably be expected to have a Material Adverse EffectEffect on Caldera; provided, except for claims, if anyhowever, that are adequately in no event will a change in the trading price of Caldera Common Stock be deemed a Material Adverse Effect on Caldera; (b) any amendments or changes in the Certificate of Incorporation or Bylaws (or equivalent governing documents in each relevant jurisdiction) of any member of the Caldera Group; (c) any damage, destruction to or loss of Caldera assets not covered by insurance, which would have a Material Adverse Effect on Caldera; (iid) Discharged any redemption, repurchase or satisfied other acquisition of shares of any lien or encumbrance, or paid or satisfied any obligations or liability member of the Caldera Group (absolute, accrued, contingent or otherwise) other than (a) liabilities shown pursuant to arrangements with terminated employees or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date consultants in the ordinary course of business that would not have a Material Adverse Effectbusiness, consistent with past practice), or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the capital stock of any member of the Caldera Group or, with respect to dividends or other distributions of cash or property arising from the Caldera Business; (iiie) Increased any material increase in or established any reserve modification of the compensation or accrual for taxes benefits payable or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed become payable by Caldera to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rightsCaldera employees, except in the ordinary course of business the business, consistent with past practice and which would not have a Material Adverse Effectexcept as necessary to respond to third party solicitation of Caldera employees; (vif) Disposed other than as required by applicable statute or governmental regulation, any material increase in or modification of any Caldera Group Benefit Arrangement (including, but not limited to, the granting of stock options, the acceleration of the vesting schedule in effect for any outstanding stock options, restricted stock awards or permitted stock appreciation rights) that will become binding upon Newco upon consummation of the transactions contemplated herein, for or with respect to lapse any patents of the Caldera Employees, other than (i) in the ordinary course of the business, consistent with past practice, or trademarks to respond to third party solicitation of Caldera Employees, and (ii) if occurring after the date hereof, which is authorized pursuant to Section 5.3 below; (g) any sale of a material amount of the Caldera Assets, or any patent acquisition by any member of the Caldera Group of a material amount of assets, other than in the ordinary course of the business, consistent with past practice; (h) any alteration in any term of any outstanding capital stock or trademark applications material rights to acquire capital stock of any member of the operation Caldera Group, including, but not limited to, acceleration of the vesting or any change in the terms of any outstanding stock options; (i) other than in the ordinary course of business, consistent with past practice, (A) any incurrence, assumption or guarantee by any member of the Caldera Group of any debt of any person, other than any member of the Caldera Group, for borrowed money in an amount exceeding $250,000 in the aggregate; (B) issuance or sale by any member of the Caldera Group of any securities convertible into or exchangeable for its respective debt securities; or (C) issuance or sale of options or other rights to acquire from the Caldera Group, directly or indirectly, debt securities of any member of the Caldera Group, or any securities convertible into or exchangeable for any such debt securities; (j) any creation or assumption by any member of the Caldera Group of any Encumbrance (other than Caldera Permitted Encumbrances) on any Caldera Asset in excess of $250,000 individually or in the aggregate, other than to refinance a liability reflected in the Caldera Financial Statements in the ordinary course of business; (viik) Incurred any significant labor trouble or granted making by any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means member of the Caldera Group of any bonus loan, advance or pension plancapital contribution to or investment in any person other than to refinance a liability reflected in the Caldera Financial Statements and other than (i) loans, contract advances or capital contributions made in the ordinary course of the business, and (ii) other commitment increased loans and advances, where the compensation aggregate amount of all such items outstanding at any time does not exceed $250,000; (l) any amendment of, relinquishment, termination or non-renewal by Caldera of any director, officer, employee or agentof the Caldera Contracts, other than regularly scheduled increases that are in the ordinary course of business consistent with past practicespractice; (viiim) Authorized any capital expenditure for real estate transfer or leasehold improvementsgrant of a right under the Caldera IP Rights, machinery, equipment other than those transferred or molds in excess of $10,000.00 granted in the aggregateordinary course of business, consistent with past practice; (ixn) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bondslabor dispute with, or charge of unfair labor practice by, any member of the Caldera Group (other corporate securitiesthan routine individual grievances), any activity or proceeding by a labor union or representative thereof to organize any Caldera employees or, to Caldera's Knowledge, any campaign being conducted to solicit authorization from Caldera employees to be represented by such labor union, where such dispute, practice, activity, proceeding, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that campaign would individually or in the aggregate have a Material Adverse Effect or experienced on Caldera; (o) any other material adverse change or changes individually or to accounting methods; or (p) any agreement by any member of the Caldera Group to take any of the actions described in the aggregate that would have a Material Adverse Effectpreceding clauses (a) through (o) (other than the transactions contemplated by this Agreement or the Ancillary Agreements).

Absence of Certain Changes or Events. The Company has notExcept as set forth in the Columbia House Entities Disclosure Letter, since December 18, 1998, each of the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred Columbia House Entities and each Columbia House Subsidiary has conducted its business only in the ordinary course, and there has not been: (i) any such obligation event, change, effect or liability incurred development that, individually or in the ordinary course would not aggregate, has had or could reasonably be expected to have a Columbia House Entities Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged any declaration, setting aside or satisfied payment of any lien dividend or encumbranceother distribution (whether in cash, stock or property) with respect to any equity interests of any of the Columbia House Entities or any repurchase for value by any of the Columbia House Entities of any equity interests of any Columbia House Entity, other than any of the foregoing permitted by Section 7.01(b)(i); (iii) any split, combination or reclassification of any equity interests of any Columbia House Entity or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of, or paid in substitution for, such equity interests; (iv) (A) any granting by any of the Columbia House Entities or satisfied any obligations Columbia House Subsidiary to any director or liability executive officer of, or any consultant (absolutewho performs services comparable to an employee) to, accruedany Columbia House Entity or any Columbia House Subsidiary of any increase in compensation, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date except for customary increases in cash compensation in the ordinary course of business that would not have a Material Adverse Effectconsistent with prior practice or as was required under employment agreements or plans in effect as of December 18, 1998, (B) any granting by any Columbia House Entity or any Columbia House Subsidiary to any such director, executive officer or consultant of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements or plans in effect as of December 18, 1998, or (C) any entry by any Columbia House Entity or any Columbia House Subsidiary into, or any amendment of, any employment, consulting, deferred compensation, indemnification, severance or termination agreement with any such director, executive officer or consultant; (iiiv) Increased any change in accounting methods, principles or established practices by any reserve Columbia House Entity or accrual for taxes any Columbia House Subsidiary materially affecting the consolidated assets, liabilities or other liability on its books results of operations of such Columbia House Entity or otherwise provided thereforsuch Columbia House Subsidiary, except (a) as disclosed on the Balance Sheet, or (b) insofar as may have been required under generally accepted accounting principles due by a change in GAAP or by SEC interpretations with respect to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingfilings therewith; (ivvi) Mortgaged, pledged any material elections or subjected changes in accounting methods with respect to Taxes by any lien, charge Columbia House Entity or other encumbrance any Columbia House Subsidiary or settlement or compromise by any Columbia House Entity or any Columbia House Subsidiary of its assets, tangible any material Tax liability or intangiblerefund; (vvii) Sold any acquisition by any Columbia House Entity or transferred any Columbia House Subsidiary (A) by merging or consolidating with, or by purchasing assets of, or by any other manner, any equity interest in or portion of its any business of any corporation, partnership, company, limited liability company, joint venture, association or other business organization or division thereof or (B) of any assets or cancelled any debts or claims or waived any rightsthat, individually, are in excess of $3 million or, in the aggregate, are in excess of $7.5 million, except purchases of inventory for resale and renewals of licenses, in each case in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices;prior practice; or (viii) Authorized any capital expenditure for real estate sale, lease, assignment, transfer, conveyance, delivery or leasehold improvementsother disposition, machineryor any divestiture, by any Columbia House Entity or any Columbia House Subsidiary of any properties or assets of such Columbia House Entity or Columbia House Subsidiary, other than sales of inventory and renewals of licenses, in each case in the ordinary course of business consistent with prior practice and sale/leaseback transactions in respect of equipment or molds in excess of financings not to exceed $10,000.00 3 million in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect.

Absence of Certain Changes or Events. The Company has not(a) Except as (i) set forth in Section 3.9(a) of the MeriStar Disclosure Letter, (ii) disclosed in the MeriStar SEC Reports filed with the SEC since December 31, 1999 and which have been filed and are publicly available prior to the date of this Agreement ("MeriStar Filed SEC Reports") or (iii) permitted by Section 5.1, since December 31, 1999, (A) MeriStar and the Balance Sheet DateMeriStar Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice, except as described (B) there has not been any Material Adverse Effect on Schedule 4.23MeriStar and (C) there has not been: (i) Incurred any material obligation damage, destruction or liability (absoluteother casualty loss with respect to any asset or property owned, accruedleased or otherwise used by it or any MeriStar Subsidiaries, contingent whether or otherwise) except for obligations not covered by insurance, which damage, destruction or liabilities incurred loss, individually or in the ordinary courseaggregate, and any such obligation has resulted or liability incurred could reasonably be expected to result in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceEffect on MeriStar; (ii) Discharged any material change by MeriStar in its or satisfied any lien MeriStar Subsidiary's accounting methods, principles or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date practices except as a result of changes in the ordinary course of business that would not have a Material Adverse EffectGAAP; (iii) Increased any declaration, setting aside or established payment of any reserve dividend or accrual for taxes distribution in respect of MeriStar Common Stock or any redemption, purchase or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingacquisition of any of MeriStar's securities; (iv) Mortgagedany increase in the compensation or benefits or establishment of any bonus, pledged insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, the granting of stock options, stock appreciation rights, performance awards or subjected restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any lien, charge executive officers of MeriStar or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, MeriStar Subsidiary except in the ordinary course of business consistent with past practice or except as required by applicable Law; (A) any incurrence or assumption by MeriStar or any MeriStar Subsidiary of any indebtedness for borrowed money or (B) any guarantee, endorsement or other incurrence or assumption of material liability (whether directly, contingently or otherwise) by MeriStar or any MeriStar Subsidiary for the obligations of any other person (other than any wholly-owned MeriStar Subsidiary), other than in the ordinary course of business consistent with past practice and which would individually not have a Material Adverse Effectin excess of $250,000; (vi) Disposed of any creation or permitted to lapse any patents or trademarks assumption by MeriStar or any patent MeriStar Subsidiary of any Lien on any material asset of MeriStar or trademark applications material to any MeriStar Subsidiary, other than in the operation ordinary course of its business, consistent with past practice; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means making of any bonus loan, advance or pension plan, contract capital contribution to or investment in any person by MeriStar or any MeriStar Subsidiary (other commitment increased the compensation of than to MeriStar or any director, officer, employee or agentMeriStar Subsidiary), other than regularly scheduled increases that are in the ordinary course of business, consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds practice and individually not in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock250,000; or (xiA) Experienced damageany contract or agreement entered into by MeriStar or any MeriStar Subsidiary relating to any material acquisition or disposition of any assets or business or (B) any modification, destruction amendment, assignment or termination of or relinquishment by MeriStar or any MeriStar Subsidiary of any rights under any Contract (including any insurance policy naming it as a beneficiary or a loss (whether or not covered by insurancepayable payee) that would has resulted or could reasonably be expected to result in, individually or in the aggregate have aggregate, a Material Adverse Effect on MeriStar other than transactions, commitments, contracts or experienced any other material adverse change or changes individually or agreements in the aggregate that would have a Material Adverse Effectordinary course of business consistent with past practice or those contemplated by this Agreement.

Absence of Certain Changes or Events. The Company has notExcept as set forth in Section 5.8 of the Seller Disclosure Schedule, since the date of the Seller Balance Sheet DateSheet, except as described on Schedule 4.23: (ia) Incurred any Seller and the Subsidiaries of Seller have conducted their respective business in all material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred respects in the ordinary course consistent with their past practice, (b) other than as a result of the transactions contemplated by this Agreement, there has not been: (i) any adverse change in the financial condition, operations or business of Seller that would not reasonably be expected to have a Seller Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; ; (ii) Discharged or satisfied any lien or encumbrancedamage, destruction, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed loss to the Purchaser in writing; (iv) Mortgaged, pledged business or subjected to any lien, charge or other encumbrance any properties of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss Seller (whether or not covered by insurance) that would reasonably be expected to have a Seller Material Adverse Effect; (iii) any declaration, setting aside, or payment of any dividend or other distribution in respect of the Seller Common Stock, or any direct or indirect redemption, purchase or any other acquisition by Seller of any Seller Common Stock; (iv) any material labor dispute (other than routine grievances); (v) any increase in compensation, bonus, deferred compensation, stock options or other consideration of any employee or director other than in the ordinary course of business consistent with past practice; (vi) any transfer, sale, lease, sublease or license or other disposition of material assets or properties of Seller or the Subsidiaries of Seller, other than in the ordinary course of business consistent with past practice; (vii) any write down or write up of the value of any receivable or revalue of any assets of Seller or any Subsidiaries of Seller other than in the ordinary course of business consistent with past practice; or (viii) any settlement, payment or discharge of any litigation, investigation, or arbitration, other than the settlement, payment, discharge or satisfaction in the ordinary course of business consistent with past practice, and (c) there has not been any change, circumstance or event which has had, or would reasonably be expected to have, individually or in the aggregate have aggregate, a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Seller Material Adverse Effect.

Absence of Certain Changes or Events. The Company (a) Except as set forth on Schedule 6.13(a) of the Seller Disclosure Schedule, since December 31, 2006, there has not been a Seller Material Adverse Effect. (b) Except as set forth in Schedule 6.13(b) of the Seller Disclosure Schedule or as otherwise expressly contemplated by this Agreement or the Related Agreements, since December 31, 2006 to the date of this Agreement, the Seller has conducted the Evamist Business in the Ordinary Course of Business, and the Seller has not, since with respect to the Balance Sheet Date, except as described on Schedule 4.23Evamist Business or any of the Purchased Assets: (i) Incurred subjected any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in of the ordinary course, and Purchased Assets to any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceEncumbrances; (ii) Discharged sold, transferred, leased, subleased, licensed or satisfied otherwise disposed of, to any lien third party, any Purchased Assets or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on assets necessary for the Balance Sheet, and (b) liabilities incurred since conduct of the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse EffectEvamist Business; (iii) Increased sold, licensed or established any reserve or accrual for taxes or other liability on its books sublicensed or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required transferred any rights to any third party under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingany Purchased Assets; (iv) Mortgagedentered into any Assumed Contract or accelerated, pledged cancelled, modified or subjected to terminated any lienmaterial Assumed Contract, charge or other encumbrance any than in the Ordinary Course of its assets, tangible or intangibleBusiness; (v) Sold surrendered, revoked or transferred otherwise terminated any of its assets or cancelled any debts or claims or waived any rightsEvamist Governmental Permits, except in the ordinary course of business and which would not have a Material Adverse Effectconnection with any renewal or reissuance thereof; (vi) Disposed incurred Assumed Liabilities, other than in the Ordinary Course of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its businessBusiness; (vii) Incurred waived, released or assigned any significant labor trouble rights, which rights, but for such waiver, release or granted any general or uniform increase in salary or wages payable or to become payable by it to any directorassignment, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agentwould have been classified as Purchased Assets, other than regularly scheduled increases that are consistent with past practicesin the Ordinary Course of Business; (viii) Authorized experienced any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or casualty loss (whether or not covered by insurance) that would individually with respect to any Purchased Asset other than as a result of ordinary wear and tear, where applicable; (ix) delayed or postponed the payment of any Assumed Liability outside the Ordinary Course of Business; (x) with respect to the Purchased Assets or the Evamist Business, made any election or change to any election in respect to Taxes, adopted or changed any accounting method in respect to Taxes, entered into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settled or compromised on any claim, notice, audit report or assessment in respect of Taxes, consented to any extension or waiver of the aggregate have limitation period applicable to any claim or assessment in respect of Taxes, changed any annual Tax accounting period, filed any amended Tax Return, or surrendered any right to claim a Material Adverse Effect Tax refund; or (xi) agreed, whether in writing or experienced otherwise, to do any other material adverse change or changes individually or in of the aggregate that would have a Material Adverse Effectforegoing, except as expressly contemplated by this Agreement.

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Date, except as described on Schedule 4.23date of the financial statements included in the most recent SEC Report: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheetbalance sheet of the most recent SEC Report, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefortherefore, except (a) as disclosed on the Balance Sheetbalance sheet of the most recent SEC Report, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date date of the balance sheet of the most recent SEC Report and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect.

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except Except for obligations or liabilities incurred in connection with this Agreement or the ordinary coursetransactions contemplated hereby, since December 31, 1997, Crestar and any such obligation or liability incurred its subsidiaries have conducted their business only in the ordinary course would or as disclosed in any Crestar SEC Reports, and there has not have been (1) any change or event having a Material Adverse EffectEffect on Crestar, (2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock, or property) with respect to any of Crestar's capital stock, other than regular quarterly cash dividends on Crestar Common Stock, (3) any split, combination or reclassification of any of Crestar's capital stock or any substitution for shares of Crestar's capital stock, except for claimsissuances of Crestar's Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Crestar Option Plans, if any(4) except as set forth in the Crestar Disclosure Letter (A) any granting by Crestar or any of its subsidiaries to any current or former director, that are adequately covered by insurance; (ii) Discharged executive officer or satisfied other key employee of Crestar or its subsidiaries of any lien increase in compensation, bonus or encumbranceother benefits, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date except for normal increases in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been was required under generally accepted accounting principles due to income earned or expense accrued since any employment agreements in effect as of the Balance Sheet Date date of the most recent audited financial statements included in the Crestar SEC Reports filed and as disclosed publicly available prior to the Purchaser in writing; date of this Agreement, (ivB) Mortgaged, pledged any granting by Crestar or subjected to any lien, charge or other encumbrance any of its assetssubsidiaries to any such current or former director, tangible executive officer or intangible; (v) Sold key employee of any increase in severance or transferred any of its assets or cancelled any debts or claims or waived any rightstermination pay, except in the ordinary course of business and which would not have a Material Adverse Effect; or pursuant to the Crestar Stock Option Plans, or (viC) Disposed of or permitted to lapse any patents or trademarks entry by Crestar or any patent or trademark applications material to the operation of its business; (vii) Incurred subsidiaries into, or any significant labor trouble amendment of, any employment, deferred compensation, consulting, severance, termination or granted indemnification agreement with any general such current or uniform increase in salary or wages payable or to become payable by it to any former director, officer, employee executive officer or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agentkey employee, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; ordinary course of business, (ix5) Except for this Agreementexcept insofar as may have been disclosed in the Crestar SEC Reports or required by a change in generally accepted accounting principles, entered into any material transaction; change in accounting methods, principles or practices by Crestar materially affecting its assets, liabilities or business or (x6) Issued except insofar as may have been disclosed in the Crestar SEC Reports, any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) tax election that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would reasonably be expected to have a Material Adverse Effect.

Absence of Certain Changes or Events. The Since June 30, 2000 (the ------------------------------------ "Reference Balance Sheet Date"), the business of the Company has notbeen conducted by Company, Indirect Parent and Parent in the ordinary course and consistent with past practice. As amplification and not limitation of the foregoing, since the Reference Balance Sheet Date, except as described on Schedule 4.23the Company has not: (i) Incurred knowingly permitted or allowed any material obligation of the assets or liability properties (absolutewhether tangible or intangible) of the Company to be subjected to any security interest, accruedpledge, contingent or otherwise) except for obligations or liabilities incurred in the ordinary coursemortgage, lien (including, without limitation, environmental and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effecttax liens), except for claimscharge, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, adverse claim, preferential arrangement or paid restriction of any kind, including, without limitation, any restriction on the use, voting, transfer, receipt of income or satisfied other exercise of any obligations or liability attributes of ownership (absolute"Encumbrance"), accrued, contingent or otherwise) other than such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (a) liabilities shown liens for taxes, assessments and governmental charges or reflected on levies not yet due and payable which are not in excess of $50,000 in the Balance Sheet, and aggregate; (b) liabilities incurred since the Balance Sheet Date Encumbrances imposed by law, such as mechanics', carriers', workmen's and repairmen's liens and other similar liens arising in the ordinary course of business securing obligations that would (i) are not overdue for a period of more than 30 days and (ii) are not in excess of $10,000 in the aggregate at any time; (c) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; and (d) minor survey exceptions, reciprocal easement agreements and other customary encumbrances on title to real property or assets that (i) were not incurred in connection with any Indebtedness, (ii) do not render title to the property encumbered thereby unmarketable, (iii) do not, individually or in the aggregate, materially adversely affect the value or use of such property for its current and anticipated purposes and (iv) Encumbrances that could not reasonably be expected to have a Material Adverse EffectEffect ("Permitted Encumbrances") and Encumbrances that will be released at or prior to the Closing; (ii) made any loan to, guaranteed any indebtedness for borrowed money of or otherwise incurred any indebtedness for borrowed money on behalf of any Person other than payroll, travel guaranties and other advances made in the ordinary course of business; (iii) Increased or established failed to pay any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, creditor any material amount owed to such creditor when due except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since be in accordance with the Balance Sheet Date and as disclosed to the Purchaser in writingordinary course of business consistent with past practice; (iv) Mortgaged, pledged made any capital expenditure or subjected to commitment of any lien, charge capital expenditure in excess of $25,000 individually or other encumbrance any of its assets, tangible or intangible$100,000 in the aggregate; (v) Sold issued any sales orders or transferred otherwise entered into an agreement that requires the Company to make any purchases involving payments by the Company in excess of its assets $25,000 individually or cancelled $100,000 in the aggregate; (vi) sold, transferred, leased, subleased, licensed or otherwise disposed of any debts or claims or waived any rightsIntellectual Property, except other than the sale of Inventories in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its businessconsistent with past practice; (vii) Incurred issued or sold any significant labor trouble capital stock, notes, bonds or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agentother securities, or by means of any bonus or pension planoption, contract warrant or other commitment increased right to acquire the compensation of same, of, or any directorother interest in, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesthe Company; (viii) Authorized entered into any capital expenditure for real estate agreement, arrangement or leasehold improvementstransaction with any of its directors, machineryofficers, equipment employees or molds in excess shareholders (or with any relative, beneficiary, spouse or Affiliate of $10,000.00 in the aggregatesuch Person); (ixA) Except for this Agreementgranted any increase, entered into or announced any material transactionincrease, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable by the Company to any of its employees, consultants or directors or (B) established or increased or promised to increase any benefits under any Indirect Parent or Parent employee benefit or option plans, in either case except as required by law or any collective bargaining agreement or involving ordinary increases in the ordinary course of business consistent with the past practices of the Company; (x) Issued amended, terminated, cancelled or compromised any stocks, bondsmaterial claims of the Company or waived any other rights of substantial value to the Company or settled any material litigation; (xi) amended or modified in any material respect, or consented to the termination of, any Material Contract (as defined below) or the Company's rights thereunder; (xii) amended or restated the certificate of incorporation or the bylaws (or other corporate securities, or organizational documents) of the Company; (xiii) made any declaration express or payment deemed election (other than as set forth on the Company's tax returns) or settled or compromised any material liability, with respect to Taxes (as defined in Section 8.1) of the Company; (xiv) suffered any dividend or any distribution in respect of its capital stockMaterial Adverse Effect; or (xixv) Experienced damageagreed, destruction whether in writing or loss (whether otherwise, to take any of the actions specified in this Section 2.8 or not covered by insurance) that would individually granted any options to purchase, rights of first refusal, rights of first offer or in the aggregate have a Material Adverse Effect or experienced any other material adverse change similar rights or changes individually or commitments with respect to any of the actions specified in the aggregate that would have a Material Adverse Effectthis Section 2.8, except as expressly contemplated by this Agreement.

Absence of Certain Changes or Events. The Company has notSince May 31, since the Balance Sheet Date2005, except as described set forth on Schedule 4.23: (i) Incurred any material obligation or liability (absoluteSection 3.3 of the Disclosure Schedule, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, York and any such obligation or liability incurred in the ordinary course would not its Subsidiaries have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date been operated in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, with respect to York or its Subsidiaries there has not been any: (a) Actual or, to the Knowledge of York, threatened adverse change (other than as a result of the Stockholder Distributions) in the financial condition, working capital, stockholders' equity, assets, liabilities, obligations, reserves, revenues, income, earnings, or prospects of York or any of its Subsidiaries that would not have a Material Adverse EffectEffect on York; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been Change in accounting methods, principles or practices by York or any of its Subsidiaries affecting its assets or its liabilities (other than changes required under generally accepted accounting principles due to income earned by GAAP or expense accrued since Law after the Balance Sheet Date and as disclosed to the Purchaser in writingdate of this Agreement); (ivc) Mortgaged, pledged Material revaluation by York or subjected to its Subsidiaries of any lien, charge or other encumbrance any of its assets, tangible including without limitation, writing down the value of goodwill or intangible; (v) Sold inventory or transferred any of its assets writing off notes or cancelled any debts or claims or waived any rightsaccounts receivable, except other than as required by GAAP in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (viid) Incurred any significant labor trouble Material Destruction or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss Loss (whether or not covered by insurance) that would individually affecting York's or its Subsidiaries' assets; (e) Cancellation of any Funded Debt or waiver, compromise or release of any right or claim of York or its Subsidiaries relating to its activities, properties or other assets, other than in the aggregate ordinary course of business; (f) Other than Stockholder Distributions made in compliance with applicable Law prior to the date hereof in the amount of $25,341,382 and additional Stockholder Distributions made in compliance with applicable Law and reflected on the Closing Purchase Price Certificate, declaration, setting aside, or payment of dividends or distributions by York or any of its Subsidiaries in respect of the Equity Securities of York or any of its Subsidiaries or any redemption, repurchase or other acquisition of any outstanding Equity Securities of York or any of its Subsidiaries; (g) Except as required to comply with any applicable Law or contract, agreement or Plan in effect on the date of the Agreement and described on Schedule 3.14(a) of the Seller Disclosure Schedule or Year-End Compensation Arrangements, increase in the rate of compensation payable or to become payable to any director, officer or other employee of York or its Subsidiaries or any consultant, Representative or agent of York or its Subsidiaries, including without limitation, the making of any loan to, or the payment, grant or accrual of any bonus, incentive compensation, service award or other similar benefit to, any such Person, or the addition to, modification of, or contribution to any Plan, employment arrangement, or employment practice described in Section 3.14(a) of the Seller Disclosure Schedule; (h) Change in employee relations which has or is reasonably likely to have a Material Adverse Effect on York and its Subsidiaries or experienced the relationships between the employees of York and its Subsidiaries and the management of York and its Subsidiaries; (i) Amendment, cancellation or termination of any Material Agreement or material Permit relating to York and its Subsidiaries or entry into any Material Agreement or material Permit which is not in the ordinary course of business, including without limitation, any employment or consulting agreements, other than an expiration of a Material Agreement pursuant to its terms or the execution of any amendment or agreement that was approved by Buyer Parties, such approval not to be unreasonably withheld or delayed; (j) Mortgage, pledge or other encumbrance of any assets of York and its Subsidiaries, except for Permitted Liens or as approved by Buyer Parties, such approval not to be unreasonably withheld or delayed; (k) Acquisition of any material assets (other than Intellectual Property) or sale, assignment, transfer, conveyance, lease or other disposal of any material assets of York and its Subsidiaries other than sales of obsolete equipment in the ordinary course of business; (l) Incurrence of Funded Debt by York and its Subsidiaries for borrowed money or commitment to borrow money entered into by York and its Subsidiaries, or loans made or agreed to be made by York and its Subsidiaries, or Funded Debt guaranteed by York and its Subsidiaries, other than borrowings under the Wachovia Agreement to be used for the sole purposes of funding Stockholder Distributions or general operating purposes; (m) Payment, discharge or satisfaction of any liabilities or obligations of York and its Subsidiaries other than the payment, discharge or satisfaction in the ordinary course of business of liabilities and obligations set forth or reserved for on the Interim Balance Sheet or incurred in the ordinary course of business; (n) Material capital expenditure by York or its Subsidiaries, the execution of any lease (other than renewals or extensions of existing leases in the ordinary course of business) by York or its Subsidiaries or the incurrence of any obligation by York or its Subsidiaries to make any material capital expenditure or execute any lease other than in the ordinary course; (o) Failure to pay or satisfy when due any liability or obligation of York or its Subsidiaries after the expiration of any applicable grace periods unless being disputed in good faith by York or any of its Subsidiaries; (p) Failure of York and its Subsidiaries to operate diligently in a reasonable commercial manner and in the ordinary course so as to keep available to Buyer Parties the assets of York's and its Subsidiaries' businesses, the services of York's and its Subsidiaries' employees and the assets and goodwill of York's suppliers, customers, distributors and others having business relations with them; (q) Disposition, transfer, license, sale, abandonment or lapsing of any Intellectual Property, except in the ordinary course of business; (r) Disposition of any Intellectual Property Rights other than in the ordinary course of business, or disclosure to any Person of any Intellectual Property Rights not theretofore a matter of public knowledge other than pursuant to a confidentiality agreement in the ordinary course of business; (s) any other material adverse change event or changes individually condition which in any one case or in the aggregate that would has or might reasonably be expected to have a Material Adverse EffectEffect on York; (t) Payment from York or its Subsidiaries to or on behalf of any officer, director, stockholder or employee of York or its Subsidiaries, pursuant to any agreement between York or its Subsidiaries and any such Person or otherwise, except as required to comply with any Law or any Contract, agreement or Plan in effect on the date of this Agreement and described on Schedule 3.14(a) or pursuant to Year-End Compensation Arrangements; or (u) Agreement by York or its Subsidiaries to do any of the things described in the preceding clauses (a) through (t) other than as expressly provided for herein.

Absence of Certain Changes or Events. The Company has notExcept as disclosed in the Buyer SEC Reports or in Section 4.6 of the Buyer Disclosure Schedule, since the date of the Buyer Balance Sheet DateSheet, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, Buyer and any such obligation or liability incurred its Subsidiaries have conducted their respective businesses only in the ordinary course would and in a manner consistent with past practice, and there has not have a been (i) any Buyer Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged any declaration, setting aside or satisfied payment of any lien dividend or encumbranceother distribution (whether in cash, stock or paid or satisfied property) with respect to any obligations or liability (absoluteof Buyer's capital stock, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased any split, combination or established reclassification of any reserve of its capital stock or accrual any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for taxes or other liability on shares of its books or otherwise provided thereforcapital stock, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged (w) any granting by Buyer or subjected to any lien, charge or other encumbrance any of its assets, tangible Subsidiaries to any director or intangible; (v) Sold officer of Buyer or transferred its Subsidiaries of any of its assets or cancelled any debts or claims or waived any rightsincrease in compensation, except in the ordinary course of business and which would not consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent financial statements included in the Buyer SEC Reports, (x) any granting by Buyer or any of its Subsidiaries to any director or officer of any stock options, except as was required under employment agreements in effect as of the date of the most recent financial statements included in the Buyer SEC Reports, (y) any granting by Buyer or any of its Subsidiaries to any officer of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements, plans or arrangements in effect as of the date of the most recent financial statements included in the Buyer SEC Reports or (z) any entry by Buyer or any of its Subsidiaries into any employment, severance or termination agreement with any officer, (v) any change in accounting methods, principles or practices having a material adverse effect on Buyer, except insofar as may have been required by a Material Adverse Effect; change in GAAP, (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases tax election that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Buyer Material Adverse Effect, or (vii) any settlement of pending or threatened litigation involving Buyer or any of its Subsidiaries (whether brought by a private party or a Governmental Entity) other than any settlement which is not reasonably likely to have a Buyer Material Adverse Effect.

Absence of Certain Changes or Events. The Company has notExcept as disclosed in Section 5.10 of the Seller Disclosure Letter, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred date of the most recent audited financial statements included in the ordinary courseSeller Reports, Seller and any such obligation or liability incurred the Seller Subsidiaries have conducted their business only in the ordinary course would consistent with prior practice and there has not been (a) any change or changes which, individually or in the aggregate, had or could be reasonably expected to have a Seller Material Adverse Effect, except for claimsnor has there been any occurrence or circumstance that, if anywith the passage of time, that are adequately covered by insurance; (ii) Discharged could, individually or satisfied any lien or encumbrancein the aggregate, or paid or satisfied any obligations or liability (absolutereasonably be expected to result in a Seller Material Adverse Effect, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided thereforauthorization, except (a) as disclosed on the Balance Sheetdeclaration, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the Seller Common Shares, or other equity interests in a Seller Subsidiary (other than a wholly-owned subsidiary), (c) any distribution split, combination or reclassification of the Seller Common Shares or any issuance or any redemption or other acquisition by the Seller or any Seller Subsidiary of any equity securities or the authorization of any issuance or any redemption or other acquisition by the Seller or any Seller Subsidiary of any equity securities of any other securities in respect of, in lieu of its or in substitution for, or giving the right to acquire by exchange or exercise, shares of capital stock; or stock of Seller or any issuance of an ownership interest in, any Seller Subsidiary, (xid) Experienced any damage, destruction or loss (loss, whether or not covered by insurance) that would , that, individually or in the aggregate aggregate, has had or would reasonably be expected to have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Seller Material Adverse Effect, (e) any change in accounting methods, principles or practices by Seller or any Seller Subsidiary materially affecting its assets, liabilities or business, except insofar as may have been required by a change in GAAP, or (f) any amendment of any written employment, consulting, severance, retention, indemnification or any other agreement or arrangement between Seller or any Seller Subsidiary and any officer or director of Seller or any Seller Subsidiary.

Absence of Certain Changes or Events. The Company has not(a) Except as (i) set forth in Section 4.9(a) of the ASC Disclosure Letter, (ii) disclosed in the ASC SEC Reports filed with the SEC since July 30, 2000 and which have been filed and are publicly available prior to the date of this Agreement (the "ASC Filed SEC Reports") or (iii) permitted pursuant to Section 5.2, since July 30, 2000, (A) ASC, Merger Sub and the Balance Sheet DateASC Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice, except as described (B) there has not been any Material Adverse Effect on Schedule 4.23ASC and (C) there has not been: (i) Incurred any material obligation damage, destruction or liability (absoluteother casualty loss with respect to any asset or property owned, accruedleased or otherwise used by it or any ASC Subsidiaries, contingent whether or otherwise) except for obligations not covered by insurance, which damage, destruction or liabilities incurred loss, individually or in the ordinary courseaggregate, and any such obligation has resulted or liability incurred could reasonably be expected to result in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceEffect on ASC; (ii) Discharged any material change by ASC in its or satisfied any lien ASC Subsidiary's accounting methods, principles or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date practices except as a result of changes in the ordinary course of business that would not have a Material Adverse EffectGAAP; (iii) Increased any declaration, setting aside or established payment of any reserve dividend or accrual for taxes distribution in respect of ASC Shares or any redemption, purchase or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingacquisition of any of ASC's securities; (iv) Mortgagedany increase in the compensation or benefits or establishment of any bonus, pledged insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, the granting of stock options, stock appreciation rights, performance awards or subjected restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any lien, charge executive officers of ASC or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, ASC Subsidiary except in the ordinary course of business consistent with past practice or except as required by applicable Law; (A) any incurrence or assumption by ASC or any ASC Subsidiary of any indebtedness for borrowed money or (B) any guarantee, endorsement or other incurrence or assumption of material liability (whether directly, contingently or otherwise) by ASC or any ASC Subsidiary for the obligations of any other person (other than any wholly-owned ASC Subsidiary), other than in the ordinary course of business consistent with past practice and which would individually not have a Material Adverse Effectin excess of $250,000; (vi) Disposed of any creation or permitted to lapse any patents or trademarks assumption by ASC or any patent ASC Subsidiary of any Lien on any material asset of ASC or trademark applications material to any ASC Subsidiary, other than in the operation ordinary course of its business, consistent with past practice; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means making of any bonus loan, advance or pension plan, contract capital contribution to or investment in any person by ASC or any ASC Subsidiary (other commitment increased the compensation of any director, officer, employee than to ASC or agentan ASC Subsidiary), other than regularly scheduled increases that are in the ordinary course of business, consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds practice and individually not in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock250,000; or (xiA) Experienced damageany contract or agreement entered into by ASC or any ASC Subsidiary relating to any material acquisition or disposition of any assets or business or (B) any modification, destruction amendment, assignment or termination of or relinquishment by ASC or any ASC Subsidiary of any rights under any Contract (including any insurance policy naming it as a beneficiary or a loss (whether or not covered by insurancepayable payee) that would has resulted or could reasonably be expected to result in, individually or in the aggregate have aggregate, a Material Adverse Effect on ASC other than transactions, commitments, contracts or experienced any other material adverse change or changes individually or agreements in the aggregate that would have a Material Adverse Effectordinary course of business consistent with past practice or those contemplated by this Agreement.

Absence of Certain Changes or Events. The Company has notExcept as publicly disclosed in the Hxxxxx United SEC Reports filed with the SEC prior to the date hereof, or as set forth in Section 4.8 of the Hxxxxx United Disclosure Schedule, since the Balance Sheet DateDecember 31, except as described on Schedule 4.23: 2004, (ia) Incurred any material obligation no event has occurred which has had or liability (absolutewould reasonably be expected to have, accrued, contingent individually or otherwise) except for obligations or liabilities incurred in the ordinary courseaggregate, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected Effect on the Balance Sheet, Hxxxxx United and (b) liabilities incurred since prior to the Balance Sheet Date date hereof, neither Hxxxxx United nor any of its Subsidiaries has (i) effected or authorized any adjustment, split, combination or reclassification of any of its capital stock, or redeemed, purchased or otherwise acquired, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock or stock appreciation rights (except pursuant to the exercise of stock options); (ii) declared, set aside or paid any dividend other than regular quarterly cash dividends on Hxxxxx United Common Stock and dividends paid to the holders of trust preferred securities issued by affiliated trusts in accordance with the terms of such securities; (iii) sold, licensed, leased, encumbered, mortgaged, transferred, assigned or otherwise disposed of any of its material assets, properties or other rights or agreements other than in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; consistent with past practice; (iv) Mortgaged, pledged increased the compensation or subjected to fringe benefits of any lien, charge present or other encumbrance any former director or officer of Hxxxxx United or its assets, tangible Subsidiaries (except for increases in salary or intangible; (v) Sold wages of nonexecutive officers or transferred any of its assets or cancelled any debts or claims or waived any rights, except employees in the ordinary course of business and which would not have a Material Adverse Effect; consistent with past practice), or granted any severance or termination pay to any present or former director, officer or employee of Hxxxxx United or its Subsidiaries except in connection with terminations of employment of non-officer employees in the ordinary course of business consistent with past practice; (v) amended or terminated any Hxxxxx United Benefit Plan; (vi) Disposed of made any material change in its policies and practices with respect to (x) underwriting, pricing, originating, acquiring, selling, servicing, or permitted buying or selling rights to lapse any patents service Loans or trademarks (y) hedging its Loan positions or any patent or trademark applications material to the operation of its business; commitments; (vii) Incurred made any significant labor trouble changes in its accounting methods or granted any general method of Tax accounting, practices or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; policies; (viii) Authorized made or changed any capital expenditure for real estate material Tax election or leasehold improvements, machinery, equipment settled or molds in excess compromised any material Tax liability of $10,000.00 in the aggregate; Hxxxxx United or any of its Subsidiaries; or (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securitiesagreed to, or made any declaration or payment commitment to, take any of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectforegoing actions.

Absence of Certain Changes or Events. The Company Since December 31, 1998: (a) there has not been any condition, event or occurrence which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on RISCORP or give rise to a Material Adverse Effect on RISCORP; (b) RISCORP has not changed its accounting principles or methods in any material respect except insofar as may be required by a change in GAAP; (c) there has been no condition, event or occurrence which could reasonably be expected to prevent, materially hinder or materially delay the ability of RISCORP to consummate the Merger or the transactions contemplated by this Agreement; (d) there has not been any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the capital stock of RISCORP or any RISCORP Subsidiary other than dividends paid to RISCORP or a member of the consolidated group of RISCORP; (e) RISCORP has not terminated or accelerated the provisions of any contract or agreement for the provision of professional services; and (f) RISCORP and RISCORP Subsidiaries have not, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred increased the compensation or fringe benefits of any material obligation present or liability former director, officer or employee of RISCORP or any RISCORP Subsidiary (absolute, accrued, contingent or otherwise) except for obligations increases in salary or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date wages of employees in the ordinary course of business that would not have a Material Adverse Effectconsistent with past practice); (ii) granted any severance or termination pay to any present or former director, officer or employee of RISCORP or any RISCORP Subsidiary; (iii) Increased loaned or established any reserve or accrual for taxes advanced money or other liability on its books property by RISCORP or otherwise provided thereforany RISCORP Subsidiary to any of their present or former directors, except (a) as disclosed on the Balance Sheet, officers or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing;employees; or (iv) Mortgagedexcept as contemplated in Section 5.2(c)(xiv), pledged or subjected to any lienestablished, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreementadopted, entered into into, amended or terminated any material transaction; RISCORP Employee Plan (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stockas hereinafter defined); or (xig) Experienced damageexcept as contemplated in Section 5.2(c)(xiv), destruction RISCORP has not amended, terminated, modified or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced accelerated any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect.contract with The Phoenix Management Company, Ltd.

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Date, and except in the ordinary course of business consistent with past practice and/or except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) ), except for obligations or liabilities incurred in the ordinary coursecourse of its business consistent with past practice or in connection with the performance of this Agreement, and any such obligation or liability incurred in the ordinary course would is not have a Material Adverse Effectmaterially adverse, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would were not have a Material Adverse Effectmaterially adverse; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would has not have a Material Adverse Effectbeen materially adverse; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 5,000.00 in the aggregate; (ix) Except for this Agreement or as otherwise disclosed herein or in any schedule to this Agreement, entered into any material transactiontransaction ; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect materially and adversely affecting any of its properties, assets or business, or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectaffecting its financial condition, assets, liabilities or business.

Absence of Certain Changes or Events. The Company has notExcept as disclosed in the EWR SEC Documents or the EWR Disclosure Letter, since the Balance Sheet date of the most recent audited financial statements included in EWR SEC Documents (the "EWR Financial Statement Date"), except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, EWR and any such obligation or liability incurred its Subsidiaries have conducted their business only in the ordinary course would (taking into account prior practices, including the acquisition of properties and issuance of securities) and there has not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than been (a) liabilities shown any material adverse change in the business, financial condition or reflected on results of operations of EWR and its Subsidiaries taken as a whole (a "EWR Material Adverse Change"), nor has there been any occurrence or circumstance that with the Balance Sheetpassage of time would reasonably be expected to result in a EWR Material Adverse Change, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would except for regular quarterly distributions not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 0.41 per EWR Common Share or EWR Partnership Unit, respectively (or as necessary to maintain REIT status), in the aggregate; (ix) Except for this Agreementeach case with customary record and payment dates, entered into any material transaction; (x) Issued any stocksauthorization, bondsdeclaration, or other corporate securities, or made any declaration setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the EWR Common Shares or the EWR OP Units, (c) any distribution split, combination or reclassification of the EWR Common Shares or the EWR OP Units or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of its capital stock; or or in substitution for, or giving the right to acquire by exchange or exercise, shares of stock of EWR or partnership interests in EWR partnerships or any issuance of an ownership interest in, any EWR Subsidiary, (xid) Experienced any damage, destruction or loss (loss, whether or not covered by insurance) , that would individually has or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a EWR Material Adverse Effect, (e) any change in accounting methods, principles or practices by EWR or any EWR Subsidiary materially affecting its assets, liabilities or business, except insofar as may have been disclosed in EWR SEC Documents or required by a change in GAAP, (f) any amendment of any employment, consulting, severance, retention or any other agreement between EWR and any officer or director of EWR or (g) any acquisition or disposition of any real property, or any commitment to do so, made by EWR or any of its Subsidiaries.

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Accounts Date, except as described on Schedule 4.23SCHEDULE 6.1.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary coursecourse of its business or in connection with the performance of this Agreement, and any such obligation or liability incurred in the ordinary course would is not have a Material Adverse Effectmaterially adverse, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance SheetAccounts as of the Accounts Date, and (b) liabilities incurred since the Balance Sheet such Accounts Date in the ordinary course of business that would were not have a Material Adverse Effectmaterially adverse; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance SheetAccounts as of the Accounts Date or any subsequent interim financial statement, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Accounts Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would has not have a Material Adverse Effectbeen materially adverse; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 GBP5,000 in the aggregate; (ix) Except for this Agreement, entered into any material transactiontransaction other than in the ordinary course of business; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect materially and adversely affecting any of its properties, assets or business, or experienced any other material adverse change or changes individually or in the aggregate affecting its financial condition, assets, liabilities or business, including, without limitation of the foregoing, the loss or (to the Company’s or any Seller’s knowledge) impending loss of any materially important contract or customer. No information has been brought to the attention of the Company or any Seller that might reasonably lead the Company or any Seller to believe that any customer or supplier of the Company intends to cease dealing with the Company, nor has information been brought to the attention of the Company or any Seller that might reasonably lead any of them to believe that any customer or supplier intends to alter in any material respect the amount of such customer’s or supplier’s dealings with the Company or would have a Material Adverse Effectalter in any material respect such dealings in the event of the consummation of the transactions contemplated hereby. Neither the Company nor any Seller has knowledge that any officer or other key employee of the Company is considering the termination of employment.

Absence of Certain Changes or Events. The Company has notExcept as (x) disclosed in the Eurasian Public Documents filed and publicly available prior to the date of this Agreement, (y) set forth in Schedule 4.3(m) of the Eurasian Disclosure Schedule or (z) contemplated by this Agreement, since the Balance Sheet DateMarch 31, except as described on Schedule 4.232011: (i) Incurred Eurasian and its Subsidiaries have conducted their respective businesses only in the ordinary course of business and consistent with past practice; (ii) no liability or obligation of any material obligation or liability nature (whether absolute, accrued, contingent or otherwise) except for obligations which has had or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not is reasonably likely to have a Eurasian Material Adverse Effect has been incurred; (iii) there has not been any event, circumstance or occurrence which has had or is reasonably likely to give rise to a Eurasian Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (iiiv) Discharged or satisfied except as required by Canadian GAAP, there has not been any lien or encumbrancechange in the accounting practices used by Eurasian and its Subsidiaries; (v) except as disclosed in Schedule 4.3(m)(v) of the Eurasian Disclosure Letter and except for ordinary course adjustments to officers, directors, employees, there has not been any increase in the salary, bonus, or paid other remuneration payable to any non-executive employees of any of Eurasian or satisfied its Subsidiaries; (vi) there has not been any obligations redemption, repurchase or liability other acquisition of Eurasian Shares by Eurasian, or any declaration, setting aside or payment of any dividend or other distribution (absolutewhether in cash, accruedshares or property) with respect to the Eurasian Shares; (vii) there has not been a material change in the level of accounts receivable or payable, contingent inventories or otherwise) employees, other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date those changes in the ordinary course of business that would not have a Material Adverse Effectconsistent with past practice; (iiiviii) Increased or established there has not been any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheetentering into, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgagedan amendment of, pledged or subjected to any lien, charge or Material Contract other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except than in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate;practice; and (ix) Except for this Agreement, entered into except as disclosed in Schedule 4.3(m)(ix) of the Eurasian Disclosure Letter there has not been any material transaction; (x) Issued any stocks, bonds, satisfaction or other corporate securities, or made any declaration or payment settlement of any dividend claims or any distribution Liabilities that were not reflected in respect Eurasian’s audited financial statements, other than the settlement of its capital stock; or (xi) Experienced damage, destruction claims or loss (whether or not covered by insurance) that would individually or Liabilities incurred in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectordinary course of business consistent with past practice.

Absence of Certain Changes or Events. The Company has notExcept as set forth in the SEC Documents, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolutein connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date business of Seller has been conducted in the ordinary course of business consistent with past practice and there has not been or occurred: (a) any event, occurrence or development that would not have has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iiib) Increased any material change in any method of accounting or established accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (c) any reserve incurrence, assumption or accrual guarantee of any indebtedness for taxes borrowed money in connection with the Business in an aggregate amount exceeding $50,000, except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (d) any transfer, assignment, sale or other liability on its books disposition of any of the Purchased Assets shown or otherwise provided therefor, except (a) as disclosed on reflected in the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since except for the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any sale of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except Inventory in the ordinary course of business and which would not have a Material Adverse Effectexcept for any Purchased Assets (other than Intellectual Property Assets) having an aggregate value of less than $50,000; (vie) Disposed any cancellation of any debts or permitted to lapse claims or amendment, termination or waiver of any patents or trademarks or any patent or trademark applications material to the operation of its businessrights constituting Purchased Assets; (viif) Incurred any significant labor trouble transfer or granted assignment of or grant of any general license or uniform increase in salary sublicense under or wages payable or to become payable by it with respect to any director, officer, employee Intellectual Property Assets or agent, Intellectual Property Agreements (except for licenses granted under any existing Intellectual Property Agreements and non-exclusive licenses or by means sublicenses granted in the ordinary course of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are business consistent with past practicespractice); (viiig) Authorized any capital expenditure for real estate abandonment or leasehold improvementslapse of or failure to maintain in full force and effect any Intellectual Property Registration, machinery, equipment or molds in excess failure to take or maintain commercially reasonable measures to protect the confidentiality of $10,000.00 any Trade Secrets included in the aggregateIntellectual Property Assets; (ixh) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; (i) any acceleration, termination, material modification to or cancellation of any Assigned Contract; (j) any capital expenditures in an aggregate amount exceeding $50,000 that would individually constitute an Assumed Liability; (k) any imposition of any Encumbrance upon any of the Purchased Assets other than Permitted Encumbrances; (l) except as may be required by applicable Law or under any Material Contract or Seller Employee Plan in place as of the date hereof: (i) any increase in compensation, incentives, severance or benefits to, or entry into an employment agreement with, any employee of the Business; (ii) any adoption, amendment or termination of any collective bargaining agreement or Seller Employee Plan related to the Business; (iii) any hiring or termination of any employee, independent contractor, or temporary employee whose annual compensation or fees is, or is expected to be, at least $75,000; or (iv) conduct any group reduction in force or mass layoff; (m) any purchase, lease or other acquisition of the right to own, use or lease any property or assets that would constitute Purchased Assets for an amount in excess of $50,000, except for purchases of equipment, Inventory or supplies in the aggregate have a Material Adverse Effect ordinary course of business consistent with past practice; or (n) any Contract to do any of the foregoing, or experienced any other material adverse change action or changes individually or in the aggregate omission that would have a Material Adverse Effectresult in any of the foregoing.

Absence of Certain Changes or Events. The Company has notExcept as set forth in the Computervision Disclosure Schedule, since September 28, 1997, there has not occurred any Computervision Material Adverse Effect other than as disclosed in the Balance Sheet DateComputervision SEC Reports filed before the date hereof and there has not been, except as described on Schedule 4.23occurred or arisen any: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown transaction by Computervision or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date its Subsidiaries except in the ordinary course of business that would not have a Material Adverse Effectas conducted on the date of the Computervision Balance Sheet and consistent with past practices; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned amendments or expense accrued since the Balance Sheet Date and as disclosed changes to the Purchaser in writingCertificate of Incorporation or Bylaws of Computervision; (ivc) Mortgagedindividual capital expenditure or commitment, pledged or subjected series of related capital expenditure or commitments, by Computervision or its Subsidiaries outside the ordinary course of business exceeding $250,000; (d) destruction of, damage to or loss of any lienassets material to the business of Computervision and its Subsidiaries taken as a whole (whether or not covered by insurance); (e) material adverse change in a material customer relationship, charge including without limitation any cancellation or termination or notice of cancellation or termination by any material customer of its relationship or a material portion of its relationship with Computervision or any of its Subsidiaries or any material decrease or planned decrease in the usage or purchase of the products or services of Computervision or any of its Subsidiaries by any such customer from that reasonably expected by Computervision at the date of this Agreement. (f) labor trouble or claim of wrongful discharge (except for such claims as would not reasonably be expected to result in potential damages greater than $250,000) or other encumbrance unlawful labor practice or action that would have a Computervision Material Adverse Effect ; (g) material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Computervision; (h) material revaluation by Computervision or its Subsidiaries of any of its assets, tangible or intangible; (vi) Sold declaration, setting aside or transferred payment of a dividend or other distribution with respect to the capital stock of Computervision, or any direct or indirect redemption, purchase or other acquisition by Computervision of any of its capital stock; (j) increase in the salary or other compensation payable or to become payable to any of its (i) officers or directors or (ii) employees or advisors receiving, after such increase, annualized compensation in excess of $100,000 per year, or the declaration, payment or commitment or obligation of any kind for the payment of a bonus or other additional salary or compensation to any such person except as disclosed in the Computervision Disclosure Schedule or otherwise contemplated by this Agreement and except for increases, payments or commitments in the ordinary course of business and consistent with past practices; (k) sale, lease, license or other disposition of any of the assets or cancelled any debts properties of Computervision or claims or waived any rightsits Subsidiaries, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (viil) Incurred amendment or termination of any significant labor trouble material contract, agreement or granted license to which Computervision or any general of its Subsidiaries is a party or uniform increase by which it is bound except for amendments in salary the ordinary course of business or wages payable terminations pursuant to the terms of the contract, agreement or to become payable license and not as a result of any breach, and except for amendments or terminations described in Section 2.7(e); (m) loan by it Computervision or any of its Subsidiaries to any directorperson or entity, officer, employee incurring by Computervision or agent, or by means any Subsidiary of any bonus indebtedness (except for indebtedness in amounts described in Section 2.18(d) of the Computervision Disclosure Schedule incurred under existing credit lines or pension planarrangements set forth in Section 2.18(d) of the Computervision Disclosure Schedule), contract guaranteeing by Computervision or other commitment increased the compensation any Subsidiary of any directorindebtedness, officerissuance or sale of any debt securities of Computervision or any Subsidiary or guaranteeing of any debt securities of others, employee or agentexcept for advances to employees for travel and business expenses in the ordinary course of business, other than regularly scheduled increases that are consistent with past practices; (viiin) Authorized waiver or release of any capital expenditure for real estate material right or leasehold improvementsclaim of Computervision or any of its Subsidiaries, machinery, equipment including any write-off or molds in excess other compromise of $10,000.00 any account receivable of Computervision or any Subsidiary other than in the aggregateordinary course of business and consistent with past practices; (ixo) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, change in pricing or other corporate securities, royalties set or made any declaration charged by Computervision or payment of any dividend its subsidiaries to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property to Computervision or any distribution in respect of its capital stockSubsidiaries other than in the ordinary course of business and consistent with past practices; or (xip) Experienced damagecommitment, destruction understanding or loss (whether agreement by Computervision or not covered by insurance) that would individually any of its Subsidiaries or any officer or employee thereof to do any of the things described in the aggregate have a Material Adverse Effect or experienced any preceding clauses (a) through (o) (other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectthan this Agreement).

Absence of Certain Changes or Events. The Company has notExcept as disclosed in the ------------------------------------ VERITAS SEC Documents filed prior to the date of this Agreement, since the VERITAS Financial Statements Balance Sheet Date, except as described on Schedule 4.23Date there has not occurred: (ia) Incurred any material obligation change or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not event which could reasonably be expected to have a Material Adverse EffectEffect on VERITAS; provided, except for claims, if anyhowever, that are adequately in no event will a change in the trading price of VERITAS Common Stock be deemed a Material Adverse Effect on VERITAS; (b) any amendments or changes in the Certificate of Incorporation or Bylaws of any member of the VERITAS Group; (c) any damage, destruction to or loss of VERITAS assets not covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that which would not have a Material Adverse EffectEffect on VERITAS; (iiid) Increased or established any reserve or accrual for taxes redemption, repurchase or other liability on its books acquisition of shares of any member of the VERITAS Group (other than pursuant to arrangements with employees or otherwise provided therefor, except (a) as disclosed on the Balance Sheetconsultants), or any declaration, setting aside or payment of any dividend or other distribution (bwhether in cash, stock or property) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed with respect to the Purchaser in writingcapital stock of any member of the VERITAS Group or, with respect to dividends or other distributions of cash or property arising from the VERITAS Business ; (ive) Mortgaged, pledged any material increase in or subjected modification of the compensation or benefits payable by VERITAS or to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rightsbecome payable to the VERITAS Employees, except in the ordinary course of business the business, consistent with past practice and which would not have a Material Adverse Effectnecessary to respond to third party solicitation of VERITAS Employees; (vif) Disposed other than as required by applicable statute or governmental regulation, any material increase in or modification of any VERITAS Group Benefit Arrangement (including, but not limited to, the granting of stock options, restricted stock awards or permitted stock appreciation rights) that will become binding upon Newco upon consummation of the transactions contemplated herein, for or with respect to lapse any patents of the VERITAS Employees, other than (i) in the ordinary course of the business, consistent with past practice, or trademarks to respond to third party solicitation of VERITAS Employees, and (ii) if after the date of this Agreement, which is authorized, if required, pursuant to Section 5.3 below; (g) any sale of a material amount of the VERITAS Assets, or any patent acquisition by any member of the VERITAS Group of a material amount of assets, other than in the ordinary course of the business, consistent with past practice; (h) any alteration in any term of any outstanding capital stock or trademark applications material rights to acquire capital stock of any member of the operation VERITAS Group, including, but not limited to, acceleration of its the vesting or any change in the terms of any outstanding stock options; (i) other than in the ordinary course of business, consistent with past practice, (A) any incurrence, assumption or guarantee by any member of the VERITAS Group of any debt of any person, other than any member of the VERITAS Group, for borrowed money in an amount exceeding $2,500,000; (B) issuance or sale by any member of the VERITAS Group of any securities convertible into or exchangeable for their respective debt securities; or (C) issuance or sale of options or other rights to acquire from the VERITAS Group, directly or indirectly, debt securities of any member of the VERITAS Group, or any securities convertible into or exchangeable for any such debt securities; (j) any creation or assumption by any member of the VERITAS Group of any Encumbrance (other than VERITAS Permitted Encumbrances) on any VERITAS Asset in excess of $2,500,000 in the aggregate, other than to refinance a liability reflected in the VERITAS Financial Statements in the ordinary course of business; (viik) Incurred any significant labor trouble or granted making by any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means member of the VERITAS Group of any bonus loan, advance or pension plancapital contribution to or investment in any person other than to refinance a liability reflected in the VERITAS Financial Statements and other than (i) loans, contract advances or capital contributions made in the ordinary course of the business, and (ii) other commitment increased loans and advances, where the compensation aggregate amount of all such items outstanding at any time does not exceed $1,000,000; (l) any amendment of, relinquishment, termination or non- renewal by VERITAS of any director, officer, employee or agentof the VERITAS Contracts, other than regularly scheduled increases that are in the ordinary course of business consistent with past practicespractice; (viiim) Authorized any capital expenditure for real estate transfer or leasehold improvementsgrant of a right under the VERITAS IP Rights, machinery, equipment other than those transferred or molds in excess of $10,000.00 granted in the aggregateordinary course of business, consistent with past practice, except for any grant of a right to source code or grant of any exclusive rights to any VERITAS IP Rights, each of which shall be set forth in Section 3.09(m) of the VERITAS Disclosure Letter; (ixn) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bondslabor dispute with, or charge of unfair labor practice by, any member of the VERITAS Group (other corporate securitiesthan routine individual grievances), any activity or proceeding by a labor union or representative thereof to organize any VERITAS Employees or, to VERITAS' Knowledge, any campaign being conducted to solicit authorization from VERITAS Employees to be represented by such labor union, where such dispute, practice, activity, proceeding, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that c ampaign would individually or in the aggregate have a Material Adverse Effect or experienced on VERITAS; or (o) any other material adverse change or changes individually or agreement by any member of the VERITAS Group to take any of the actions described in the aggregate that would have a Material Adverse Effectpreceding clauses (a) through (n) (other than the transactions contemplated by this Agreement or the Ancillary Agreements).

Absence of Certain Changes or Events. The Company (a) Since the Balance Sheet Date, except as disclosed on Schedule 4.11(a), there has notnot been any condition, event or occurrence that, individually or in the aggregate, has resulted in a Material Adverse Effect. (b) Except as disclosed on Schedule 4.11(b) and except for the transactions contemplated by this Agreement, since the Balance Sheet Date, except as described on Schedule 4.23the Acquired Companies have not: (i) Incurred created, incurred, assumed or guaranteed any material obligation Indebtedness or liability (absolute, accrued, contingent or otherwise) except for obligations or become subject to any liabilities incurred of a type required to be disclosed on a balance sheet prepared in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effectaccordance with GAAP, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities Indebtedness incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effectunder the Company's existing credit facilities and other liabilities incurred in the ordinary course of business; (ii) subjected any of its assets to any lien or encumbrance except Permitted Liens outside the ordinary course of business; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed with respect to the Purchaser business of the Acquired Companies taken as a whole, conducted business in writingany material respects outside the ordinary course of business; (iv) Mortgagedsold, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold assigned or transferred any amount of its assets or cancelled any debts or claims or waived any rightsexcept for (x) accounts receivable sold pursuant to the Receivables Facility, except (y) the sale in the ordinary course of business of inventory, and which would (z) the sale in the ordinary course of business of equipment or other personal property no longer necessary for the business; (v) suffered any extraordinary losses not have covered by insurance material to the Acquired Companies, taken as a Material Adverse Effectwhole, or forgiven or canceled any claims material to the Acquired Companies, taken as a whole; (vi) Disposed of increased the compensation, bonuses, or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages benefits payable or to become payable by it the Acquired Companies to any directorof their directors, officerofficers or employees, except for increases in the ordinary course of business or as required under any existing employment agreements or established any new employee benefit plans; (vii) suffered any work stoppage or agent, or by means labor dispute material to any of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesAcquired Companies' distribution centers; (viii) Authorized declared or paid any dividends or made any distributions with respect to the shares of capital expenditure for real estate stock of the Company and no such shares have been redeemed or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in repurchased by the aggregateCompany; (ix) Except for this Agreement, entered into changed in any material transactionrespects any of the accounting principles followed by them or the methods of applying such principles, unless such change was required by a change in GAAP; (x) Issued any stocksother than in the ordinary course of business, bondsfailed to (i) replace or replenish inventory as such inventory may have been depleted from time to time, (ii) collect accounts receivable, (iii) pay accounts payable, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of (iv) otherwise manage its working capital stockaccounts consistent with past practice; or (xi) Experienced damage, destruction entered into any agreement or loss (whether or not covered by insurance) that would individually or in commitment to do any of the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Company has notExcept as set forth on Schedule 3.9 of the Seller Schedules, since the Balance Sheet DateDecember 31, except as described on Schedule 4.23: 2021 ( (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in Seller has conducted the ordinary course, and any such obligation or liability incurred Purchased Business only in the ordinary course consistent with past practice and has used commercially reasonable efforts to keep available the services of Seller’s employees and preserve its relationship with suppliers and customers of the Purchased Business; and (ii) there has not been any event, occurrence, circumstance or development that, individually or in the aggregate, has had or would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, since December 31, 2021, except for claimsas set forth in any disclosure schedule, if anyincluding, that are adequately covered by insurance;without limitation, Schedule 3.9 of the Seller Schedules: (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance SheetSeller has not incurred any liabilities, and (b) other than liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not consistent with past practice, or discharged or satisfied any Lien, or paid any liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any liabilities of which the failure to pay or discharge has had or is reasonably likely to have a Material Adverse Effect; (iiib) Increased there has not been any change in the Tax reporting or established any reserve accounting policies or accrual for taxes practices of the Seller’s Business, including practices with respect to (i) depreciation or other liability on its books amortization polices or otherwise provided therefor, except (a) as disclosed on the Balance Sheetrates, or (bii) as may have been required under generally accepted accounting principles due to income earned the payment of accounts payable or expense accrued since the Balance Sheet Date collection of accounts receivable and as disclosed to the Purchaser in writingSeller has not settled or compromised any Tax liability or made or rescinded any Tax election; (ivc) MortgagedSeller has not (i) created or incurred any Indebtedness other than pursuant to the agreements, notes and instruments described on Schedule 3.22 of the Seller Schedules, (ii) assumed, guaranteed, or endorsed the Indebtedness of any other Person, or (iii) canceled any debt owed to it or released any claim possessed by it, other than in the ordinary course of business; (d) Seller has not suffered any theft, damage, destruction or loss (without regard to any insurance) of or to any tangible asset of Seller used in the Purchased Business which had or may have a Material Adverse Effect on the Purchased Business, or its operations, assets, or properties used in the Purchased Business, including an item or items having a value in excess of Twenty-Five Thousand Dollars ($25,000) individually or Fifty Thousand Dollars ($50,000) in the aggregate; (e) Seller has not (i) made, granted, or committed to make or grant: (A) any bonus or any wage, salary or compensation increase to any (y) director or officer, or (z) employee (other than in the ordinary course of business consistent with past practice), independent contractor or consultant, or (B) an increase of any benefit provided under any Company Plan, (ii) adopted, amended or terminated any employee benefit plan, program or arrangement, or (iii) entered into, amended or terminated any employment agreement, deferred compensation arrangement, collective bargaining agreement or other similar arrangement with any of its current or prospective directors, officers, employees or independent contractors, consultants; (f) Seller has not sold, assigned, transferred, licensed, mortgaged, pledged or subjected to any lienLien, charge or other encumbrance has committed to sell, assign, transfer, license, mortgage, pledge or subject to any of its assetsLien, any tangible or intangibleintangible assets which would have been included in the Purchased Assets, except for sales of inventory in the ordinary course of business; (vg) Sold Seller has not purchased or transferred leased, or has committed to purchase or lease, any asset for an amount in excess of its Twenty-Five Thousand Dollars ($25,000) alone or in the aggregate, except purchases of inventory and supplies in the ordinary course of business, consistent with past practice; (h) Seller has not made or authorized any capital expenditures or commitment for capital expenditures in an amount more than Twenty-Five Thousand Dollars ($25,000) individually or Fifty Thousand Dollars ($50,000) in the aggregate for additions to properties, plant, equipment, or intangible capital assets or cancelled aggregate capital expenditures and commitments, other than those capital expenditures or commitments therefor made or authorized in the ordinary course of business; (i) Seller has not engaged in any debts transactions with, or claims entered into any Contract with, any Affiliates of Seller, except to the extent required by Law or any then existing agreements; (j) Seller has not made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any stockholder, or any director, officer, partner, or Affiliate of Seller, except with respect to payments to, and reimbursement of, fees and expenses of employees, directors and officers of Seller in the ordinary course of business; (k) Seller has not amended, canceled, terminated, relinquished, waived or released any rightsContract or right, except in the ordinary course of business and or which would not be material to Seller taken as a whole; (l) Seller has not granted any license or sublicense of any rights under or with respect to any Seller IP, other than in the ordinary course of business; (m) Seller has not instituted or settled any action, claim, suit or proceeding that involved more than Ten Thousand Dollars ($10,000); (n) Seller has not entered into any transaction which could reasonably be expected to have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xio) Experienced damage, destruction or loss Seller has not agreed to take any of the actions described in sub-clauses (whether or not covered by insurancea) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectthrough (n) above.

Absence of Certain Changes or Events. The (a) Except as may be set forth in Section 4.9(a) of the Company has notDisclosure Schedule, or as disclosed in the 2007 Audited Financial Statements or the June 30 Unaudited Financial Statements (together the “Financial Statements”) or any Company Report (as defined in Section 4.5) filed with the SEC prior to the date of this Agreement, since December 31, 2007, neither the Balance Sheet DateCompany nor any Subsidiary of the Company, except as described on Schedule 4.23: applicable, had any liabilities, obligations or loss contingencies of any nature (i) Incurred any material obligation or liability (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Financial Statements or the footnotes thereto or any Company Report which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or liabilities incurred in the ordinary course, and any such obligation aggregate or liability which are incurred in the ordinary course would not have a Material Adverse Effectof business, except for claimsconsistent with past practice and subject, if anyin the case of any unaudited statements, that are adequately covered by insurance;to normal, recurring audit adjustments and the absence of footnotes. (iib) Discharged Except as may be set forth in Section 4.9(b) of the Company Disclosure Schedule or satisfied as disclosed in the Financial Statements or any lien Company Report filed with the SEC prior to the date of this Agreement, since December 31, 2007 the Company and its Subsidiaries have carried on their respective businesses in the ordinary course consistent with their past practices. (c) Except as may be set forth in Section 4.9(c) of the Company Disclosure Schedule, since December 31, 2007 neither the Company nor any of its Subsidiaries has (i) with respect to any executive officer or encumbrancedirector, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable from the amount thereof in effect as of December 31, 2007 (other than increases in wages or salaries with respect to any such individual equaling less than 10%), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay, or paid any bonus (except for bonus payments and severance or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date termination payments made in the ordinary course of business that would not have a Material Adverse Effect; consistent with past practices), (ii) suffered any strike, work stoppage, slowdown, or other labor disturbance, (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due a party to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plancollective bargaining agreement, contract or other commitment increased the compensation of any director, officer, employee agreement or agent, other than regularly scheduled increases that are consistent understanding with past practices; (viii) Authorized any capital expenditure for real estate a labor union or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bondsorganization, or other corporate securities, or made (iv) had any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectunion organizing activities.

Absence of Certain Changes or Events. The Company has notExcept as (x) disclosed in the Bullion Public Documents filed and publicly available prior to the date of this Agreement, (y) set forth in Schedule 4.1(r) of the Bullion Disclosure Letter or (z) contemplated by this Agreement, since the Balance Sheet DateApril 30, except as described on Schedule 4.232011: (i) Incurred Bullion and its Subsidiaries have conducted their respective businesses only in the ordinary course of business and consistent with past practice; (ii) no liability or obligation of any material obligation or liability nature (whether absolute, accrued, contingent or otherwise) except for obligations which has had or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not is reasonably likely to have a Bullion Material Adverse Effect has been incurred; (iii) there has not been any event, circumstance or occurrence which has had or is reasonably likely to give rise to a Bullion Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (iiiv) Discharged except as required by US GAAP, there has not been any change in the accounting practices used by Bullion and its Subsidiaries; (v) except as disclosed in Schedule 4.1(r)(v) of the Bullion Disclosure Letter and except for ordinary course adjustments to officers, directors or satisfied employees, there has not been any lien or encumbranceincrease in the salary, bonus, or paid other remuneration payable to any employees of any of Bullion or satisfied its Subsidiaries; (vi) except as disclosed in Schedule 4.1(r)(vi) of the Bullion Disclosure Letter, there has not been any obligations redemption, repurchase, cancellation or liability other acquisition of Bullion Shares by Bullion, or any declaration, setting aside or payment of any dividend or other distribution (absolutewhether in cash, accruedshares or property) with respect to the Bullion Shares; (vii) there has not been a material change in the level of accounts receivable or payable, contingent inventories or otherwise) employees, other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date those changes in the ordinary course of business that would not have a Material Adverse Effectconsistent with past practice; (iiiviii) Increased or established there has not been any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheetentering into, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgagedan amendment of, pledged or subjected to any lien, charge or Material Contract other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except than in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate;practice; and (ix) Except for this Agreementexcept as disclosed in Schedule 4.1(r)(ix) of the Bullion Disclosure Letter, entered into there has not been any material transaction; (x) Issued any stocks, bonds, satisfaction or other corporate securities, or made any declaration or payment settlement of any dividend claims or any distribution Liabilities that were not reflected in respect Bullion’s audited financial statements, other than the settlement of its capital stock; or (xi) Experienced damage, destruction claims or loss (whether or not covered by insurance) that would individually or Liabilities incurred in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectordinary course of business consistent with past practice.

Absence of Certain Changes or Events. The Company has not, since the Company Balance Sheet DateDate , and except as described on Schedule 4.23in the ordinary course of business consistent with past practice: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) ), except for obligations or liabilities incurred in the ordinary coursecourse of its business consistent with past practice or in connection with the performance of this Agreement, and any such obligation or liability incurred in the ordinary course would is not have a Material Adverse Effectmaterially adverse, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Company Balance Sheet, and (b) liabilities incurred since the Company Balance Sheet Date in the ordinary course of business that would were not have a Material Adverse Effectmaterially adverse; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefortherefore, except (a) as disclosed on the Company Balance Sheet, or (b) as may have been required under generally accepted accounting principles GAAP due to income earned or expense expenses accrued since the Company Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would has not have a Material Adverse Effectbeen materially adverse; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 5,000.00 in the aggregate; (ix) Except for this Agreement or as otherwise disclosed herein or in any schedule to this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have having a Material Adverse Effect on any of its properties, assets or business, or experienced any other material adverse change or changes individually or in the aggregate that would have affecting its financial condition, assets, liabilities or business (a “Material Adverse EffectChange”).

Absence of Certain Changes or Events. The Company has notExcept as set forth on Schedule 5.5 to Acquired Corporation’s Disclosure Supplement, since the Balance Sheet DateDecember 31, except as described on Schedule 4.23:2005, no Acquired Corporation Company has (ia) Incurred issued, delivered or agreed to issue or deliver any material obligation stock, bonds or liability other corporate securities (absolute, accrued, contingent whether authorized and unissued or otherwiseheld in the treasury) except for obligations or liabilities incurred in shares of common stock issued upon the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceexercise of existing Acquired Corporation Options; (iib) Discharged borrowed or satisfied agreed to borrow any lien funds or encumbranceincurred, or paid become subject to, any Liability (absolute or satisfied any contingent) except borrowings, obligations or liability (absolute, accrued, contingent or otherwiseincluding purchase of federal funds) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities Liabilities incurred since the Balance Sheet Date in the ordinary course of business and consistent with past practice; (c) paid any material obligation or Liability (absolute or contingent) other than current Liabilities reflected in or shown on the most recent balance sheet referred to in Section 5.4(a)(i) and current Liabilities incurred since that date in the ordinary course of business and consistent with past practice; (d) declared or made, or agreed to declare or make, any payment of dividends or distributions of any Assets of any kind whatsoever to shareholders, or purchased or redeemed, or agreed to purchase or redeem, directly or indirectly, or otherwise acquire, any of its outstanding securities; (e) except in the ordinary course of business, sold or transferred, or agreed to sell or transfer, any of its Assets, or canceled, or agreed to cancel, any debts or claims; (f) except in the ordinary course of business, entered or agreed to enter into any agreement or arrangement granting any preferential rights to purchase any of its Assets, or requiring the consent of any party to the transfer and assignment of any of its Assets; (g) suffered any Losses or waived any rights of value which in either event in the aggregate are material considering its business as a whole; (h) except in the ordinary course of business, made or permitted any amendment or termination of any Contract, agreement or license to which it is a party if such amendment or termination is material considering its business as a whole; (i) except in accordance with normal and usual practice, made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (j) except in accordance with normal and usual practice, increased the rate of compensation payable to or to become payable to any of its officers or employees or made any material increase in any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan, payment or arrangement made to, for or with any of its officers or employees; (k) received notice or had Knowledge or reason to believe that any of its substantial customers has terminated or intends to terminate its relationship, which termination would not have a Material Adverse Effect; (iiil) Increased or established any reserve or accrual for taxes or other liability on failed to operate its books or otherwise provided therefor, except (a) business in the ordinary course so as disclosed on to preserve its business intact and to preserve the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date goodwill of its customers and as disclosed to the Purchaser in writingothers with whom it has business relations; (ivm) Mortgaged, pledged or subjected to entered into any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except transaction other than in the ordinary course of business and which would not have a Material Adverse Effect;business; or (vin) Disposed agreed, in writing or otherwise, to take any action described in clauses (a) through (m) above. Between the date hereof and the Effective Date, no Acquired Corporation Company, without the express written approval of Buyer, will do any of the things listed in clauses (a) through (n) of this Section 5.5 except as permitted therein or permitted as contemplated in this Agreement, and no Acquired Corporation Company will enter into or amend any material Contract wherein either the Acquired Corporation Company has an obligation to lapse any patents pay or trademarks the other party thereto has an obligation to provide goods or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase services, in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds either case in excess of $10,000.00 15,000 during the term thereof, other than Loans or renewals thereof entered into in the aggregate; (ix) Except ordinary course of business, without the express written consent of Buyer. Buyer consents to the Bank making provision for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or the payment of any dividend bonus compensation to its employees and non-director officers in an aggregate amount not to exceed $100,000 on or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in before the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse EffectEffective Date.

Absence of Certain Changes or Events. The Company has notExcept as contemplated by this Agreement, in Section 3.7 of the Seller Disclosure Letter or in the SEC Reports, since December 31, 1999, the Balance Sheet Date, except Seller and its Subsidiaries have conducted their respective businesses only in the ordinary course and consistent with past practice and there has not been (a) any Seller Material Adverse Change (as described on Schedule 4.23hereinafter defined) nor has there been any event or occurrence of any condition that has had or would reasonably be expected to have a Seller Material Adverse Effect (as hereinafter defined) or (b) any of the following: (i) Incurred any material obligation declaration, setting aside or liability payment of any dividend on, or other distribution (absolutewhether in cash, accruedstock or property) in respect of, contingent any of the Seller's capital stock, or otherwise) except for obligations any purchase, redemption or liabilities incurred in other acquisition of any of the ordinary courseSeller's capital stock or any other securities of the Seller or any options, and warrants, calls or rights to acquire any such obligation shares or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceother securities option or purchase agreements; (ii) Discharged any granting (either orally or satisfied in writing) by the Seller or any lien Subsidiary of any increase in compensation or encumbrancefringe benefits, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date except for normal increases in compensation in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased consistent with past practice, or established any reserve payment by the Seller or accrual for taxes or other liability on its books or otherwise provided thereforany Subsidiary of any bonus, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except for bonuses made in the ordinary course of business and which would consistent with past practice, in each case to any director, officer or employee; (iii) any granting (either orally or in writing) by the Seller or any Subsidiary to any officer or employee of any stock options or any severance or termination pay or any increase in such pay; (iv) any entry by the Seller or any Subsidiary into any currently effective employment, severance, termination or indemnification or consulting agreement with any current or former director, officer, employee or consultant; (v) any damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate could reasonably be expected have a Seller Material Adverse Effect; (vi) Disposed of any change in accounting methods, principles or permitted to lapse any patents or trademarks practices by the Seller or any patent or trademark applications material to the operation of its businessSubsidiary; (vii) Incurred any significant labor trouble Tax (as hereinafter defined) election that individually or granted in the aggregate could reasonably be expected to have a Seller Material Adverse Effect or any general other any adverse effect on the Seller's or uniform increase in salary any Subsidiary's Tax attributes or wages payable any settlement or to become payable by it to any director, officer, employee or agent, or by means compromise of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesTax liability; (viii) Authorized any capital expenditure revaluation by the Seller or any Subsidiary of any of its assets for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregatefinancial accounting purposes; (ix) Except for this Agreementany contract, entered into agreement or understanding with regard to the acquisition, disposition or encumbrance of any material transaction;Intellectual Property (as hereinafter defined) or rights thereto other than licenses in the ordinary course of business consistent with past practice. (x) Issued any stocks, bonds, action of the type described in Sections 5.1(b) or other corporate securities, or made any declaration or payment 5.1(c) which had such action been taken after the date of this Agreement would be in violation of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectsuch Section.

Absence of Certain Changes or Events. The Company has not(a) Since December 31, since the Balance Sheet Date1996, except as described on Schedule 4.23: (i) Incurred PPTF and the PPTF Subsidiary taken as a whole have not incurred any material indebtedness or other liability or obligation or liability (whether absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course), and any such obligation or liability incurred other than in the ordinary course would not have of their business, (ii) neither PPTF nor the PPTF Subsidiary has declared or paid any dividend or other distribution in respect of the Membership Rights of PPTF or the capital stock of the PPTF Subsidiary, or any direct or indirect redemption, purchase or other acquisition by PPTF or the PPTF Subsidiary of any such Membership Rights or stock; (iii) to the best knowledge of PPTF, there has been no material adverse change in the business, assets, properties, operations, or condition (financial or otherwise) of PPTF or the PPTF Subsidiary, and (iv) no event has occurred which has had, or is likely to have, individually or in the aggregate, a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance;Effect on PPTF. (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since Since December 31, 1996, PPTF and the Balance Sheet Date PPTF Subsidiary have carried on their respective businesses in all material respects in the ordinary and usual course theretofore conducted. (c) Since December 31, 1996, neither PPTF nor the PPTF Subsidiary has (i) except for such actions as are in the ordinary course of business that would not have a Material Adverse Effect; consistent with past practice or except as required by applicable law, (iiiA) Increased or established any reserve or accrual for taxes increased the wages, salaries, compensation, pension, or other liability on its books fringe benefits or otherwise provided thereforperquisites payable to any executive officer, except (a) employee, director, or trustee from the amount thereof in effect as disclosed on the Balance Sheetof December 31, 1996, or (bB) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general severance or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreementtermination pay, entered into any material transaction; contract to make or grant any severance or termination pay, or paid any bonuses in excess of its 1996 salary and employee benefits expenses, or (xii) Issued suffered any stocksstrike, bondswork stoppage, slowdown, or other corporate securitieslabor disturbance which, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damagereasonable judgment, destruction or loss (whether or not covered by insurance) that would is likely, either individually or in the aggregate aggregate, to have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effecton PPTF.

Absence of Certain Changes or Events. The Company has not, since (a) Since the date of the Balance Sheet DateSheet, except there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as described on Schedule 4.23previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries has: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceamended its organizational documents; (ii) Discharged declared, set aside or satisfied paid any lien dividend or encumbrancemade any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or paid suffered or satisfied any obligations or liability permitted an Encumbrance (absolute, accrued, contingent or otherwise) other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (av) liabilities shown incurred or reflected on assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the Balance Sheetordinary course of business; (vi) acquired by merging or consolidating with, and (b) liabilities incurred since or by purchasing a substantial portion of the Balance Sheet Date assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business that would not have a Material Adverse Effector capital assets permitted to be acquired pursuant to clause (vii) below; (iiivii) Increased or established incurred any reserve or accrual capital expenditure excluding for taxes or other liability purposes hereof, capital expenditures set forth on its books or otherwise provided therefor, except (aSchedule 4.6(c)(vii) as disclosed on of the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingDisclosure Schedules; (ivviii) Mortgagedcommenced any litigation, pledged other than (A) litigation in connection with the collection of accounts receivable or subjected to any lien(B) litigation as a result of suits, charge actions or other encumbrance any of proceedings commenced against the Company or its assets, tangible or intangibleSubsidiaries; (vix) Sold entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or transferred amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or cancelled any debts up) of the value of inventory or claims or waived any rightsequipment), in each case except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction agreed or loss committed to agree to do any act described in clauses (whether or not covered by insurancei) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectthrough (x) above.

Absence of Certain Changes or Events. The Company has notExcept as disclosed in Section 5.9 of the MDI Disclosure Letter, since the Balance Sheet date of the most recent audited financial statements included in MDI Reports (the "MDI Financial Statement Date"), except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in MDI and the ordinary course, and any such obligation or liability incurred MDI Subsidiaries have conducted their business only in the ordinary course would and there has not have been (a) any change which has had a MDI Material Adverse Effect, except for claimsnor has there been any occurrence or circumstance that with the passage of time would reasonably be expected to result in a MDI Material Adverse Effect, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would except for regular quarterly distributions not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 .22 per share of MDI Common Stock, respectively (or, with respect to the period commencing on the date hereof and ending on the Closing Date, distributions as necessary to maintain REIT status), in the aggregate; (ix) Except for this Agreementeach case with customary record and payment dates, entered into any material transaction; (x) Issued any stocksauthorization, bondsdeclaration, or other corporate securities, or made any declaration setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the MDI Common Stock, (c) any distribution split, combination or reclassification of the MDI Common Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of its or in substitution for, or giving the right to acquire by exchange or exercise, shares of capital stock; or stock of MDI or partnership interests in MAB or any issuance of an ownership interest in, any MDI Subsidiary, (xid) Experienced any damage, destruction or loss (loss, whether or not covered by insurance) , that would individually has or in the aggregate might reasonably be expected to have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a MDI Material Adverse Effect, (e) any change in accounting methods, principles or practices by MDI or any MDI Subsidiary materially affecting its assets, liabilities or business, except insofar as may have been required by a change in generally accepted accounting principles ("GAAP"), or (f) any amendment of any employment, consulting, severance, retention or any other agreement between MDI or any Second Party Subsidiary and any officer or director of MDI or any MDI Subsidiary.

Absence of Certain Changes or Events. The Company has not, since Since the Balance Sheet ------------------------------------ Date, except as described on Schedule 4.23there has not been any: (a) change in Seller's condition (financial or otherwise) that could reasonably be expected to have an Adverse Effect; (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date normal periodic increases in the ordinary course of business that would not have consistent with past practices, increase in the compensation payable or to become payable by Seller to any of its officers, employees or agents (collectively, "Personnel"), (ii) any bonus, incentive compensation, service --------- award or other like benefit granted, made or accrued, contingently or otherwise, for or to the credit of any of the Personnel, (iii) any employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by Seller for any Personnel except pursuant to the existing plans and arrangements described in the Disclosure Schedule or (iv) any new employment or ------------------- consulting agreement to which Seller is a Material Adverse Effectparty; (iiic) Increased addition to or established any reserve modification of the employee benefit plans, arrangements or accrual practices described in the Disclosure Schedule affecting ------------------- Personnel other than (i) contributions made for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on fiscal years 1996 and 1997 in accordance with the Balance Sheet, normal practices of Seller or (bii) as may have been required under generally accepted accounting principles due the extension of coverage to income earned or expense accrued since other Personnel who became eligible after the Balance Sheet Date and as disclosed to set forth in the Purchaser in writing;Disclosure Schedule; ------------------- (ivd) Mortgagedsale, pledged assignment or subjected to any lien, charge or other encumbrance transfer of any of its assetsthe Purchased Assets of Seller, tangible material singly or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rightsin the aggregate, except other than in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viiie) Authorized cancellation of any indebtedness or waiver of any rights of substantial value to Seller, whether or not in the ordinary course of business; (f) amendment, cancellation or termination of any Contract, license or other instrument of substantial value to the Purchased Assets, the Business or Seller, whether or not in the ordinary course of business; (g) capital expenditure for real estate or leasehold improvementsthe execution of any Lease or any incurring of liability therefor by Seller, machineryoutside the ordinary course of business and not consistent with past practices, equipment or molds involving payments in excess of $10,000.00 50,000 in the aggregate; (ixh) Except for this Agreement, entered into failure to repay any material transactionobligation of Seller; (xi) Issued failure to operate the Business in the ordinary course and consistent with past practices, including, without limitation, any stocksfailure to acquire Machines on a routine basis, bondsand to preserve the Business intact, to keep available to Buyer the services of the Personnel, or other corporate securitiesto preserve for Buyer the goodwill of Seller's suppliers, customers and others having business relations with it; (j) change in accounting methods or made any declaration practices by Seller affecting its earnings, reserves, working capital, prospects, liabilities, Business or payment the Purchased Assets; (k) revaluation by Seller of any dividend of the Purchased Assets or any distribution in respect of its capital stock; orproperties, including without limitation, writing off notes or accounts receivable; (xil) Experienced damage, destruction or loss (whether or not covered by insurance) adversely affecting the Facilities, the Purchased Assets, the Business or the condition (financial or otherwise) or prospects of Seller; (m) mortgage, pledge or other Encumbrance of any of the Purchased Assets; (n) declaration, setting aside or payment of dividends or distributions in respect of any equity securities of Seller or any redemption, purchase or other acquisition of any of Seller's equity securities; (o) issuance by Seller of, or commitment of Seller to issue, any shares of stock, obligations or securities of Seller convertible into or exchangeable for shares of stock or other equity securities; (p) Indebtedness incurred by Seller for borrowed money or any commitment to borrow money entered into by Seller, or any loans made or agreed to be made by Seller, except as approved by Buyer prior to the incurrence thereof; (q) liabilities incurred not in the ordinary course of business and consistent with past practices, or any increase or change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (r) payment, discharge or satisfaction of any liabilities other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in the Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the Balance Sheet Date; (s) activity which has resulted or may, with the passage of time or the giving of notice or otherwise, result in the acceleration or delay of the collection of its accounts or notes receivable or any delay in the payment of its accounts payable, in each case as compared with its custom and practice in the conduct of the Business immediately prior to the Balance Sheet Date; (t) loan or advance of any of Seller's funds or other property to, or guarantee for the benefit of, or any investment of any of its funds or other property in, any other Person; (u) receipt of any notice or other indication by Seller (i) from any of its suppliers to the effect that would individually such supplier may stop, or decrease the rate of, supplying products or services to Seller; (ii) from any of its customers to the effect that such customer may stop, or decrease the rate of, buying services from Seller; or (iii) with respect to any of its significant suppliers or customers to the effect that any of such suppliers or customers have or are reasonably likely to experience an event or condition which may have a material adverse effect on such suppliers or customers; (v) other event or condition of any character which, in any one case or in the aggregate have aggregate, has, or any event or condition known to Seller (other than matters of general public knowledge relating to general economic conditions or Seller's industry as a Material Adverse Effect or experienced whole) which could, in any other material adverse change or changes individually one case or in the aggregate that would have a Material aggregate, reasonably be expected to result in an Adverse Effect; or (w) agreement by Seller or its Representatives to do any of the foregoing, as applicable.

Absence of Certain Changes or Events. The Company has notExcept as set forth in Section 5.6 of the Seller Disclosure Schedule, since June 30, 2003, Seller and the Balance Sheet Date, except as described Subsidiaries have carried on Schedule 4.23: (i) Incurred any and operated their respective businesses in all material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date respects in the ordinary course of business consistent with past practice, and there has not occurred any: (a) event or change that has had or would not have reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) sale or other disposition of or pledge or other encumbrance upon a material amount of property or other assets or any Seller Real Property Lease as defined in Section 5.12 herein of Seller or any of the Subsidiaries, except sales of inventory in the ordinary course of business consistent with past practice, (c) change in financial or Tax accounting methods, principles or practices by Seller or the Subsidiaries, except insofar as may have been required under generally accepted accounting principles due to income earned by a change in GAAP or expense accrued since applicable Law, (d) material Tax election inconsistent with past practices or the Balance Sheet Date and as disclosed settlement or compromise of any material Tax liability, (e) damage, destruction or loss of any material asset of Seller or any of the Subsidiaries which materially affects the use or value thereof or a material part of any improvement leased by Seller or any of the Subsidiaries pursuant to the Purchaser Seller Real Property Lease and which damage, destruction or loss is not covered by insurance, subject to reasonable deductible limits (it being agreed that the existence, level and coverage of insurance, if any, shall be taken into account but shall not be determinative for purposes of determining whether any damage, destruction or loss is material or would result in writing; an Seller Material Adverse Effect), (ivf) Mortgaged, pledged grant by Seller or subjected any of the Subsidiaries to any lienofficer of any increase in compensation, charge except as was required under any employment agreements set forth on Section 5.6(f) of the Seller Disclosure Schedule, copies of which have been made available to Purchaser, or other encumbrance any granting by Seller or any of its assetsthe Subsidiaries to any employee of any increase in compensation, tangible except for normal increases in the ordinary course of business consistent with past practice, (g) grant by Seller or intangible; (v) Sold or transferred any of its assets the Subsidiaries to any officer of any increase in (or cancelled acceleration of vesting or payment of) severance or termination pay, except as was required under any debts employment, severance or claims termination agreements set forth on Section 5.6(g) of the Seller Disclosure Schedule, copies of which have been made available to Purchaser, or waived any rightsgrant by Seller or any of the Subsidiaries to any employee other than an officer of any increase in (or acceleration of vesting or payment of) severance or termination pay, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; practice, (viiih) Authorized entry by Seller or any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered Subsidiaries into any material transaction; (xor amendment of any existing) Issued employment, severance or termination agreement with any stocksofficer, bonds(i) establishment, adoption, amendment or modification of, or other corporate securitiesincrease of benefits under, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) plan that would individually or in the aggregate have constitute a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse EffectSeller Savings Plan (as hereinafter defined), and (j) distributions to Seller's members.

Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in connection with the ordinary courseperformance of this Agreement, and any such obligation or liability incurred in the ordinary course would is not have a Material Adverse Effectmaterially adverse, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would were not have a Material Adverse Effectmaterially adverse; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would has not have a Material Adverse Effectbeen materially adverse; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 5,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect materially and adversely affecting any of its properties, assets or business, or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectaffecting its financial condition, assets, liabilities or business.

Absence of Certain Changes or Events. The Company has notSince December 31, since 2003, the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred Acquired Companies have conducted their respective businesses only in the ordinary course consistent with past practice (except in connection with the transactions contemplated hereby) and have used commercially reasonable efforts to preserve intact the business organization of the Acquired Companies and to maintain satisfactory relationships with the customers, suppliers and employees and others with which the Acquired Companies have business relationships and, without limiting the generality of the foregoing: (a) There have been no changes, effects, events, occurrences or developments which, individually or in the aggregate, have had or would not have reasonably be expected to result in a Material Adverse EffectEffect on the Acquired Companies. (b) None of the Acquired Companies has sold, assigned, transferred or conveyed any Proprietary Right. (c) Except as otherwise contemplated by this Agreement or as required to ensure that any Plan is maintained in compliance with applicable Law or to comply with any Contract or Other Agreement regarding Business Employees or Plan entered into prior to the date hereof (complete and accurate copies of which have been heretofore delivered to Buyer), none of the Acquired Companies has (A) adopted, entered into, terminated or amended any collective bargaining agreement or Plan or any Contract or Other Agreement with respect to any current or former employees of an Acquired Company or any Bank Channel Employee, (B) increased in any manner the compensation, bonus or fringe or other benefits of, or paid any bonus of any kind or amount whatsoever to, any current or former Business Employee, except for claimsany planned salary increases and payment of bonuses, if anyeach as described in Part 2.8(c) of the Seller Disclosure Letter, that are adequately covered by insurance; (iiC) Discharged paid any benefit or satisfied amount not required under any lien Plan or encumbranceContract or Other Agreement as in effect on the date of this Agreement, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date as contemplated in the ordinary course of business that would not have a Material Adverse Effect; foregoing clause (iiiB), (D) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed consistent with past practice, granted or paid any severance or termination pay or increase in any manner the severance or termination pay of any current or permitted to lapse any patents or trademarks former employees of an Acquired Company or any patent or trademark applications material to the operation of its business; Bank Channel Employee, (viiE) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to awards under any directorbonus, officerincentive, employee or agent, or by means of any bonus or pension plan, contract performance or other commitment increased the compensation of any directorPlan, officer, employee Contract or agentOther Agreement or otherwise, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 as contemplated in the aggregate; foregoing clause (ixB), (F) Except for this taken any action to fund or in any other way secure the payment of compensation or benefits under any Plan or Contract or Other Agreement, entered into (G) taken any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration action to accelerate the vesting or payment of any dividend compensation or benefit under any Plan or Contract or Other Agreement or (H) materially changed any actuarial or other assumption used to calculate funding obligations with respect to any Acquired Company Plan or changed the manner in which contributions to any Acquired Company Plan are made or the basis on which such contributions are determined. (d) No Acquired Company has effected any amendment or modification to its Constituent Documents. (e) None of the Acquired Companies has made any material change in its fiscal year, accounting methods or principles used for GAAP or statutory reporting purposes, except for changes which are required by Law, SAP or GAAP of all enterprises in the same business. (f) Except in the ordinary course of business consistent with past practice, no Acquired Company has made any material change, and neither Seller, GAC nor any Acquired Company has permitted any of the Insurance Subsidiaries to make any material change, in its underwriting or claims management practices, pricing practices, reserving practices, reinsurance practices, marketing practices or investment policies or practices or Investment Guidelines, except in each case as required by Law. (g) None of the Acquired Companies has made any new material Tax election or any distribution in respect settlement or compromise of its capital stock; orany material income Tax liability. (xih) Experienced damageNo Acquired Company has revalued any properties or assets, destruction including writing off notes or loss (whether or not covered by insurance) that would individually or accounts receivable, other than in the aggregate ordinary course of the business of the applicable Acquired Company, or as required by applicable Law, SAP or GAAP. (i) The investments of the Acquired Companies have a Material Adverse Effect been maintained, and no sales or experienced any other material adverse change or changes individually or dispositions of investments have been effected, other than in accordance with the Investment Guidelines and in the aggregate ordinary course of business. (j) The Seller has not taken or failed to take any action or permitted any Acquired Company to take or fail to take any action, in each case for the purpose of either (i) shifting statutory income or surplus from the period following June 30, 2004 to the period preceding June 30, 2004 or (ii) increasing statutory income or surplus with the intent of increasing the June Adjusted Statutory Book Value or increasing the Closing Consideration to the detriment of Buyer and Parent; provided, however, that would have Parent and Buyer agree that any action taken by Seller, to the extent necessary to ensure that an independent auditor’s opinion will be unqualified after an issue as to ability to give an unqualified opinion is raised by such auditor, shall not be deemed to be a Material Adverse Effectbreach of this Section 2.8(j). (k) No Acquired Company has launched or introduced any material new product or service.

Absence of Certain Changes or Events. The Company has notExcept as set forth on Schedule 2.15, since April 30, 2004, the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in Sellers have operated the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date Business in the ordinary course of business that would and have not entered into any transaction which is not in the usual and ordinary course of business. Without limiting the generality of the foregoing, the Sellers have a Material Adverse Effect;not, with respect to the Assets or the Business: (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible the Assets or intangiblethe Business; (vb) Sold or purchased, assigned or transferred any of its assets Intellectual Property or cancelled any debts other Assets outside the ordinary course of its Business except for excess and obsolete Inventory or claims equipment sold as scrap to parties other than customers and competitors of the Business; (c) Made any amendment to or terminated any Contract or Lease or taken any action or omitted to take any action which would cause the breach or permit the termination of any Contract or Lease prior to expiry; (d) Suffered any casualty losses or condemnation proceedings, whether insured or uninsured, and whether or not in the control of the Sellers, or waived any rights, except rights of any value unless such loss or waiver is reflected in the Financial Statements; (e) Authorized or issued recall notices for any of its products relating to the Business or initiated any safety investigations relating to the Business; (f) Except for normal salary and benefits adjustments for Employees in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to business, increased the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages compensation payable or to become payable by it Sellers to any directorof the Employees, officeraltered the terms, employee or agentstatus, or by means funding condition of any bonus Employee Benefit Plan, or increased any bonus, insurance, pension or other employee benefit plan, contract payment or other commitment increased the compensation of arrangement made by Sellers, for or with any directorsuch Employees, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesentered into any new collective bargaining agreement; (viiig) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered Entered into any material transaction; (x) Issued any stocks, bondsjoint venture or partnership agreement, or any other corporate securities, or made any declaration or payment similar agreement for the conduct of any dividend or any distribution in respect of its capital stockthe Business; or (xih) Experienced damageFailed to use commercially reasonable efforts to (i) keep in service the officers and key employees of the Business, destruction or loss (whether or not covered by insuranceii) that would individually or in preserve the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in goodwill of its customers, suppliers and others having business relations with it as to the aggregate that would have a Material Adverse EffectBusiness.

Absence of Certain Changes or Events. The Company Except as disclosed on Schedule 3.12 attached hereto or except as expressly contemplated or required by this Agreement, since December 31, 1995, (a) with respect to Seller's Annuity Business, Seller has not, since except in the Balance Sheet Dateordinary course of the Annuity Business consistent with past practice, (I) engaged in any material transaction, (II) entered into any material agreement or (III) waived or released any material right or obligation and (b) except as described disclosed on Schedule 4.233.12 attached hereto, there has not been, occurred or arisen in connection with Seller's Annuity Business: (i) Incurred any material obligation work stoppage, strike, labor difficulty or liability union organizational campaign (absolute, accrued, contingent in process or otherwisethreatened) except for obligations at or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceaffecting Seller's Annuity Business; (ii) Discharged any payment, discharge or satisfaction by Seller of any material Lien or liability other than material Liens or liabilities that were paid, discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effectand consistent with past practice; (iii) Increased any sale, transfer or established conveyance of any reserve or accrual for taxes investments or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed assets of Seller related to the Purchaser Annuity Business with an individual Book Value in writing; (iv) Mortgaged, pledged excess of $100,000 or subjected to any lien, charge or other encumbrance any an aggregate Book Value in excess of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights$10,000,000, except in the ordinary course of business and which consistent with past practice; (iv) any amendment, termination, waiver, disposal or lapse of, or other failure to preserve, any material license, Permit or other form of authorization of Seller; (v) any amendment of, or any failure by Seller to perform all of its obligations under, or any default under, or any waiver of any right under, or any termination (other than on the stated expiration date) of, any contract that involves or reasonably would not have a Material Adverse Effectinvolve the annual expenditure or receipt by Seller of more than $100,000 except for actions taken with respect to Annuity Contracts in force (including, without limitation, reinsurance thereon) in the ordinary course of business and consistent with past practice; (vi) Disposed any termination, amendment or entering into by Seller as ceding or assuming insurer of any reinsurance, coinsurance or permitted to lapse any patents or trademarks other similar contract or any patent trust agreement or trademark applications material to the operation of its businesssecurity agreement related thereto except as disclosed in Schedule 3.11 attached hereto or contemplated hereby; (vii) Incurred any significant labor trouble Lien created on or granted in any general of the Purchased Assets or uniform increase in salary or wages payable or to become payable assumed by it Seller with respect to any directorof such assets, officer, employee which Lien relates to liabilities individually or agent, or by means in the aggregate exceeding $100,000 (but excluding Liens arising through securities lending in the ordinary course of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesSeller's business); (viii) Authorized any capital expenditure material change in any underwriting, actuarial, investment, financial reporting, marketing or accounting practice or policy followed by Seller related to the Annuity Business, or in any assumption underlying such a practice or policy, or in any method of calculating any bad debt, contingency, or other reserve for real estate financial reporting or leasehold improvementsany other accounting purposes related to the Annuity Business other than as required by GAAP, machinery, equipment SAP or molds in excess of $10,000.00 in the aggregate;applicable Law. (ix) Except for any contract or agreement, written or oral, to take any of the actions set forth in clauses (i) through (viii) of this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse EffectSection 3.12.

Absence of Certain Changes or Events. The Company Purchaser has not, since the Balance Sheet Date, and except as described on Schedule 4.23in the ordinary course of business consistent with past practice: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) ), except for obligations or liabilities incurred in the ordinary coursecourse of its business consistent with past practice or in connection with the performance of this Agreement, and any such obligation or liability incurred in the ordinary course would is not have a Material Adverse Effectmaterially adverse, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would were not have a Material Adverse Effectmaterially adverse; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles GAAP due to income earned or expense expenses accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would has not have a Material Adverse Effectbeen materially adverse; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its businessBusiness; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 5,000 in the aggregate; (ix) Except for this Agreement or as otherwise disclosed herein or in any schedule to this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have having a Material Adverse Effect on any of its properties, assets or business, or experienced any other material adverse change or changes individually or in the aggregate that would have affecting its financial condition, assets, liabilities or Business (a “Material Adverse EffectChange”).

Absence of Certain Changes or Events. The Company Since April 3, 2011, Seller has not, since conducted the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred Business in the ordinary course would consistent with past practice and there has not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance;been: (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date Any change in the ordinary course of business Business, or any event, occurrence or circumstance that would not have reasonably be expected to cause a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due Any event that would reasonably be expected to income earned prevent or expense accrued since materially delay the Balance Sheet Date performance of Seller’s obligations pursuant to this Agreement or the Transaction Documents and as disclosed to the Purchaser in writingconsummation of the Acquisition; (ivc) MortgagedAny change by Seller in its accounting methods, pledged principles or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangiblepractices directly affecting the Business and the Purchased Assets; (vd) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except Except for changes in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed the Business consistent with past practice or otherwise required by applicable Laws or the terms of any Contract or permitted to lapse Benefit Plans, any patents material increase in the compensation or trademarks benefits of Business Employees or the establishment for the benefit of any Business Employee of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, incentive option, stock purchase or other employee benefit plan, or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform other increase in salary or wages the compensation payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesBusiness Employee; (viiie) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced Any damage, destruction or other casualty loss (whether or not covered by insurance), condemnation or other taking affecting the Business other than ordinary course wear and tear; (f) Any incurrence of any Liability relating to the Business, except for current Liabilities incurred in the ordinary course of the Business consistent with past practice; (g) Any transaction with respect to the purchase, acquisition, lease, sale, disposition or transfer of any Purchased Assets or to any material capital expenditure (in each case, other than in the ordinary course of Seller’s Business in accordance with past practice) or creation of any Lien, other than Permitted Exceptions, on any of the Purchased Assets; (h) Permitted or allowed the Purchased Assets to be subjected to any Lien, except for Permitted Exceptions; (i) Cancellation of any debt with respect to the Business or waiver of any claims or rights of substantial value with respect to the Business; (j) Any material modification, termination, waiver or amendment in the terms or provisions of any Assigned Contract or Permit included in the Purchased Assets; (k) Any disposition, transfer or grant to any Person of any of Seller’s rights to any Acquired Proprietary Rights, except for grants of non-exclusive licenses in the ordinary course of business of Seller; (l) Any material personnel changes or employee turnover with respect to Business Employees; (m) Any adverse change in Seller’s relations (in respect of the Business) with its customers, clients and suppliers that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have reasonably be expected to cause a Material Adverse Effect; (n) Any discharge or satisfaction of any Lien affecting any of the Purchased Assets, other than Permitted Exceptions, or payment of any material Liabilities that are Assumed Liabilities, other than in the ordinary course of the Business consistent with past practice, or failure to pay or discharge when due any Liabilities, the failure to pay or discharge of which has caused or will cause any actual damage or risk of loss to Seller; or (o) Any Contract by Seller to do any of the foregoing.

Absence of Certain Changes or Events. The Since December 31, 2003, (i) no Material Adverse Effect has occurred, (ii) the Company and each Company Subsidiary has notconducted its respective business only in the ordinary and usual course, since consistent with past practice, (iii) there has been no damage, destruction or casualty loss to the Balance Sheet DateRelated Assets or the assets of the Company or any of its Subsidiaries, except as described on Schedule 4.23whether or not covered by insurance and (iv) neither the Seller (with respect to the West Virginia Gas Distribution Business), the Company nor any Subsidiary of the Company has: (ia) Incurred incurred any material liability or obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business and consistent with past practice, or increased, or experienced any change in assumptions underlying or methods of calculating, any bad debt, contingency or other reserves, other than increases or changes that would not have a Material Adverse Effectare immaterial; (iiib) Increased paid, discharged, settled or established satisfied any reserve claim, liability or accrual for taxes obligation other than the payment, discharge or other liability on its books satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations reflected or otherwise provided therefor, except (a) as disclosed reserved against on the Balance Sheet, Sheets or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since incurred in the Balance Sheet Date ordinary course of business and as disclosed to the Purchaser in writingconsistent with past practice; (ivc) Mortgaged, pledged permitted or subjected to any lien, charge or other encumbrance allowed any of its assetsproperties (real, personal or mixed, tangible or intangible) or assets to be subject to any Encumbrance, except for Permitted Encumbrances; (vd) Sold or transferred any of its assets or cancelled any debts or waived any claims or waived rights of substantial value; (e) sold, transferred or otherwise disposed of any rightsof its properties (real, personal or mixed, tangible or intangible) or assets, except in the ordinary course of business and which would not have a Material Adverse Effectconsistent with past practice; (vif) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary the compensation of officers or wages employees of the Company (including any such increases pursuant to any bonus, pension, profit-sharing or other plan or commitment) or any other increases in the compensation payable or to become payable by it to any director, officer, officer or employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, Company other than regularly scheduled increases that are as required by contracts in existence prior to December 31, 2003 or in the ordinary course of business consistent with past practicespractice; (viiig) Authorized (i) changed any capital expenditure financial or material Tax accounting methods, policies or practices except as required by a change in GAAP, (ii) made, revoked, or amended any material Tax election, (iii) filed any material amended Tax Return or claim for real estate refund, (iv) consented to extend the period of limitations for the payment or leasehold improvementsassessment of any material Tax, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ixv) Except for this Agreement, entered into any closing agreement affecting any material transaction;Tax liability or refund, or (vi) settled or compromised any material Tax liability or refund; or (xh) Issued any stocksdeclared, bonds, paid or other corporate securities, or made any declaration or set aside for payment of any dividend or any other distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect.

Absence of Certain Changes or Events. The Company has notExcept as set forth in this Agreement or the schedules hereto, since the Balance Sheet Date, except as date of the most recent GEI balance sheet described on Schedule 4.23in Section 2.04 and included in the information referred to in Section 2.06: (a) There has not been (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred adverse change in the ordinary coursebusiness, and any such obligation operations, properties, level of inventory, assets, or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; condition of GEI or (ii) Discharged or satisfied any lien or encumbrancedamage, destruction, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due loss to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss GEI (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or conditions of GEI; (c) GEI has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof except as stated herein; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent GEI balance sheet and current liabilities incurred since that would individually date in the ordinary course of business; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a Material Adverse Effect value of less than $5,000 or experienced canceled, or agreed to cancel, any debts or claims (except debts and claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of GEI and its subsidiaries; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other material adverse change corporate securities including debentures (whether authorized and unissued or changes individually held as treasury stock); and (d) To the best knowledge of GEI it has not become subject to any law or regulation which materially and adversely affects, or in the aggregate that would have a Material Adverse Effectfuture may adversely affect, the business, operations, properties, assets, or condition of GEI.

Absence of Certain Changes or Events. The Company has notExcept as disclosed in the Chancellor SEC Documents or except as disclosed in writing by Chancellor to LIN in a disclosure letter (the "Chancellor Disclosure Letter") prior to the execution and delivery of the Agreement, or as otherwise agreed to in writing after the date hereof by LIN, or as expressly permitted by this Agreement, since the Balance Sheet Datedate of the most recent audited financial statements included in the Chancellor SEC Documents, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred Chancellor and its subsidiaries have conducted their business only in the ordinary course, and there has not been (i) any such obligation or liability incurred in the ordinary course would not change which could reasonably be expected to have a Chancellor Material Adverse EffectEffect (including as a result of the consummation of the transactions contemplated by this Agreement), except for claims, if any, that are adequately covered by insurance; (ii) Discharged any declaration, setting aside or satisfied payment of any lien dividend or encumbranceother distribution (whether in cash, stock or paid or satisfied property) with respect to any obligations or liability of Chancellor's currently outstanding capital stock (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected the payment of regular cash dividends on the Balance SheetChancellor 7% Convertible Preferred Stock and Chancellor $3.00 Convertible Preferred Stock, and other than the payment of dividends (bincluding accrued dividends) liabilities incurred since on the Balance Sheet Date 12% Exchangeable Preferred Stock, $0.01 par value, and 12 1/4% Series A Senior Cumulative Exchangeable Preferred Stock, $0.01 par value, of Chancellor Operating Subsidiary, in each case in accordance with usual record and payment dates (other than accrued and unpaid dividends paid on the ordinary course of business that would not have a Material Adverse Effect; 12% Exchangeable Preferred Stock)), (iii) Increased any split, combination or established reclassification of any reserve of its outstanding capital stock or accrual any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for taxes or other liability on shares of its books or otherwise provided thereforoutstanding capital stock, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged (x) any granting by Chancellor or subjected to any lien, charge or other encumbrance any of its assetssubsidiaries to any director, tangible officer or intangible; (v) Sold other employee or transferred independent contractor of Chancellor or any of its assets subsidiaries of any increase in compensation or cancelled any debts or claims or waived any rightsacceleration of benefits, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate prior practice or leasehold improvements, machinery, equipment or molds as was required under employment agreements in excess effect as of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment date of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect.most recent audited

Absence of Certain Changes or Events. The Company has notExcept as set forth in Section 3.18 of Seller's Disclosure Schedule or in the Unaudited Financial Statements, since June 30, 2003, there has been no material change in the Balance Sheet Datebusiness, except as described on Schedule 4.23operations, properties, condition (financial or otherwise), or assets or liabilities (including, without limitation, contingent liabilities) of the Business. Without limiting the foregoing, with respect to the Business, since June 30, 2003: (ia) Incurred Seller has not increased the level of benefits under any material obligation Employee Benefit Plan, the salary or liability other compensation (absoluteincluding severance) payable or to become payable to any of the Transferred Employees or obligated itself to pay any bonus or other additional salary or compensation to any Transferred Employee, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effectand consistent with past practice; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since Seller has not entered into any Material transaction other than in the Balance Sheet Date and as disclosed to the Purchaser in writingordinary course of business consistent with past practice; (ivc) MortgagedSeller has not sold, pledged transferred, disposed of, or subjected agreed to sell, transfer or dispose of, any lien, charge or other encumbrance any of its assets, tangible properties, Intellectual Property or intangiblerights other than in the ordinary course of business consistent with past practice; (vd) Sold or transferred Seller has not acquired any of its assets or cancelled any debts or claims or waived any rightsMaterial assets, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of business, nor acquired or permitted to lapse merged with any patents or trademarks or any patent or trademark applications material to the operation of its other business; (viie) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, No Encumbrances (other than regularly scheduled increases that are consistent with past practicesPermitted Encumbrances) have been incurred or created on any of the Purchased Assets; (viiif) Authorized Seller has not made any material change in any pricing, marketing, purchasing, allowance or tax or accounting practice, policy or method or any method of calculating any bad debt, contingency or other reserve for accounting, financial reporting or tax purposes or made any material tax election or settled or compromised any Material income or sales tax liability with any Governmental Entity; (g) There has been no waiver or amendment of any material right relating to Seller which would reasonably be expected to be Material to the conduct of the Business; (h) Seller has not made any capital expenditure for real estate (or leasehold improvementsseries of related capital expenditures) that is either Material or outside the ordinary course of business; (i) Seller has not amended, machineryrescinded or terminated (and not renewed) any existing Material Contract and no such Material Contract has expired or terminated (and not been renewed) by its terms; (j) None of the Purchased Assets, equipment individually or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stockshave been destroyed, bonds, damaged or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss otherwise lost (whether or not covered by insurance); (k) Seller has not made any material change in its accounting methods, principles or practices, except as required by applicable laws, regulations or accounting pronouncements; provided that would individually or each such change has been disclosed in the aggregate have a Material Adverse Effect Seller's SEC Documents; and (l) Seller has not entered into any commitment (contingent or experienced otherwise) to do any of the foregoing, other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectthan pursuant to this Agreement.

Absence of Certain Changes or Events. The Company has notExcept as expressly contemplated by this Agreement and the Transaction Documents or as disclosed in the SmarterKids SEC Reports filed prior to the date hereof or as set forth on the SmarterKids Disclosure Schedule, since the date of the SmarterKids Balance Sheet DateSheet, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred SmarterKids has conducted its businesses only in the ordinary course would not have and in a manner consistent with past practice and, since such date, there has been no material adverse change in the financial condition, results of operations, business, assets or properties of SmarterKids (a "SmarterKids Material Adverse Change") or any development or combination of developments of which the management of SmarterKids is aware that, individually or in the aggregate, has had, or is reasonably likely to have, a SmarterKids Material Adverse Effect, except for claimsand since such date, if there has not been any: (a) issuances of any capital stock, that are adequately covered by insuranceother than pursuant to the SmarterKids Stock Plans through the date hereof, or purchases, redemptions or other acquisitions, or agreements to purchase, redeem or otherwise acquire, any shares of capital stock of SmarterKids, or issuances or purchases of any options, warrants or other equity securities, debt securities or evidence of indebtedness of SmarterKids, or declarations or payments of any dividends or any distributions (whether in cash, stock or property or any combination thereof) in respect of SmarterKids' capital stock; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since amendment to the Balance Sheet Date organizational documents of SmarterKids; (c) payment by SmarterKids of any bonuses, salaries or other compensation to any director or executive officer (except for payments of salary, bonuses and other compensation payable for employment services rendered in the ordinary course of business (in which case there has been no increase in such payments)) or entry into any employment, severance or similar contract with any such person; (d) adoption of any Employee Benefit Plan or Benefit Arrangement for or with any employees of SmarterKids or any SmarterKids ERISA Affiliate or any increase in the payment to or benefits under any SmarterKids Plan or other benefit obligations for or with any employees of SmarterKids or any SmarterKids ERISA Affiliate or change in any actuarial or other assumption used to calculate funding obligations with respect to any SmarterKids Employee Benefit Plan or Benefit Arrangements, or any change in the manner in which contributions to any SmarterKids Employee Benefit Plan or Benefit Arrangements are made or the basis on which such contributions are determined; (e) damage to or destruction or loss of any asset or property of SmarterKids, whether or not covered by insurance, that would not have a SmarterKids Material Adverse Effect; (iiif) Increased or established any reserve or accrual for taxes sale, lease or other liability on its books disposition of any material asset or otherwise provided therefor, except property of SmarterKids (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any than sales of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except inventory in the ordinary course of business and which business); (g) accrual of any expenses except for such accruals in the ordinary course of business; (h) cancellation or waiver of any claims or rights by SmarterKids that would not have a SmarterKids Material Adverse Effect; (vii) Disposed assumption, guarantee or endorsement or other agreement to become responsible for the obligations of any other individual, firm or permitted to lapse corporation (other than intercompany obligations) or making of any patents loans or trademarks or advances to, any patent or trademark applications material to employee of SmarterKids, other than in the operation ordinary course of its business; (viij) Incurred any significant labor trouble material change by SmarterKids in its accounting methods, principles or granted any general practices to which Earlychildhood has not previously consented in writing, except insofar as may be appropriate for changes required by applicable law or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesGAAP; (viiik) Authorized revaluation by SmarterKids of any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregateits assets having a SmarterKids Material Adverse Effect; (ixl) Except for this Agreementagreement, entered into whether oral or written, by SmarterKids with respect to or to do any material transactionof the foregoing; (xm) Issued any stocks, bonds, other action or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) event that would have required the consent of Earlychildhood pursuant to Section 5.1 of this Agreement had such action or event occurred after the date of this Agreement and that, individually or in the aggregate aggregate, has had or is reasonably likely to have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a SmarterKids Material Adverse Effect.

Absence of Certain Changes or Events. The Company has notExcept as set forth in Section 4.10 of the Paladin Disclosure Schedule, since the Balance Sheet DateMost Recent Fiscal Year End, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in each of Paladin OP and the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date Subsidiaries has conducted its business substantially in the ordinary course of business that consistent with past practice and there has not been an effect, event, development or circumstance that, individually or in the aggregate with all other effects, events, developments and changes, has resulted or would not have reasonably be expected to result in a Paladin Material Adverse Effect. Without limiting the generality of the foregoing, except as disclosed in Section 4.10 of the Paladin Disclosure Schedule, since the Most Recent Fiscal Year End: (a) none of Paladin OP or the Subsidiaries has issued, sold, or otherwise disposed of any of its Equity Interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Equity Interests; (iiib) Increased none of Paladin OP or established the Subsidiaries has declared, set aside, or paid any reserve dividend or accrual for taxes made any distribution (whether in cash, Equity Interest or property) with respect to its capital stock or other liability on its books equity, including the Paladin OP Units, or redeemed, purchased, or otherwise provided thereforacquired any of its capital stock or other equity, except (a) as disclosed on including the Balance SheetPaladin OP Units, or (b) as may have been required under generally accepted accounting principles due other than distributions paid to income earned or expense accrued since holders of Paladin OP Units in accordance with the Balance Sheet Date and as disclosed to terms of the Purchaser Paladin OP Agreement, each of which is set forth in writingSection 4.10 of the Paladin Disclosure Schedule; (ivc) Mortgagednone of Paladin OP or the Subsidiaries has sold, pledged leased, transferred, or subjected assigned or agreed to sell, lease, transfer or assign any lienmaterial assets, charge tangible or other encumbrance intangible; (d) none of Paladin, Paladin OP or the Subsidiaries has imposed any Lien upon any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except other than in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (viie) Incurred none of Paladin, Paladin OP or the Subsidiaries has made any significant labor trouble material change in any tax method or granted election by Paladin OP or any general Subsidiary; (f) none of Paladin OP or uniform increase in salary the Subsidiaries has entered into any Contract (or wages payable or to become payable by it to series of related Contracts) with any equity holder, director, officer, employee or agentpartner, or by means of any bonus or pension planmanager, contract or other commitment increased the compensation of any director, officermember, employee or agent, other than regularly scheduled increases that are consistent consultant thereof (or with past practicesany Affiliate thereof); (viiig) Authorized none of Paladin OP or the Subsidiaries has made or committed to make any capital expenditure for real estate (or leasehold improvements, machinery, equipment or molds in excess series of $10,000.00 related capital expenditures) other than in the aggregateordinary course of business; (ixh) Except for this Agreement, entered into none of Paladin OP or the Subsidiaries has failed to pay any creditor any material transactionamount owed to such creditor when due, taking into consideration any grace periods; (xi) Issued none of Paladin, Paladin OP or the Subsidiaries has taken any stocksaction that would make any representation or warranty contained in Article 4 of this Agreement untrue or incorrect as of the date when made, bondsas of any future date prior to the Closing, or other corporate securities, as of the Closing Date or made any declaration that would interfere with the consummation of the transactions contemplated hereby or payment materially delay the consummation of any dividend or any distribution in respect of its capital stocksuch transactions; orand (xij) Experienced damage, destruction none of Paladin OP or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced Subsidiaries has committed to do any other material adverse change or changes individually or in of the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Company Corporation has not, since the Balance Sheet Date, except as described on Schedule 4.233.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, or equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect.

Absence of Certain Changes or Events. The Company has notExcept as may be set forth in Section 3.08 of the Seller Disclosure Schedule since December 31, since the Balance Sheet Date, except as described on Schedule 4.232000: (i) Incurred there has not been any material obligation change, effect, event, occurrence or liability (absolutestate of facts that has had, accruedor could reasonably be expected to have, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceEffect on the Seller; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected the Seller and the Seller Bank have carried on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date their respective businesses only in the ordinary and usual course of business that would not have a Material Adverse Effectconsistent with past practice; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided thereforNeither the Seller nor the Seller Bank has (i) mortgaged, except (a) as disclosed on the Balance Sheetpledged, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge lien or other encumbrance lease any of its assets, tangible or intangible; (v) Sold , or transferred permitted or suffered any of its assets such asset to be subjected to any lien or cancelled any debts or claims or waived any rightslease, except in the ordinary course of business consistent with past practice or (ii) acquired or disposed of any material amount of its assets or properties, or entered into any contract for any such acquisition or disposition, except acquisitions and dispositions in the ordinary course of business consistent with past practice; (iv) Neither the Seller nor the Seller Bank has declared, paid, or set apart any sum or property for any dividend or other distribution or paid or transferred any funds or property to the stockholders of the Seller or, directly or indirectly, redeemed or otherwise acquired any of its capital stock other than dividends declared and paid as disclosed in the Seller SEC Filings and dividends declared and paid by the Seller Bank to the Seller; (v) neither the Seller nor the Seller Bank has increased the wages, salaries, compensation, pensions, or other fringe benefits or perquisites payable to any executive officer, employee or director from the amount thereof in effect as of December 31, 2000 (which would not amounts have a Material Adverse Effectbeen previously disclosed to the Buyer), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay, or paid any bonus other than year-end bonuses for fiscal 2000, which amounts have been previously disclosed to Buyer, as contemplated by Section 3.11(h) or, between the date hereof and the Effective Time, as permitted by Section 5.01(xi) hereof; (vi) Disposed neither the Seller nor the Seller Bank has forgiven or canceled any indebtedness or contractual obligation other than in the ordinary course of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its businessbusiness consistent with past practice; (vii) Incurred there has not been any significant labor trouble change in any of the accounting methods or granted practices or any general material change in any of the loan policies or uniform increase in salary procedures of the Seller or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, Seller Bank (other than regularly scheduled increases changes required by applicable law or GAAP) or any change in the value at which assets are carried on the consolidated or unconsolidated balance sheets of the Seller other than changes that are consistent with past practices;reflected in their respective profit and loss statements; and (viii) Authorized there has not been any capital expenditure for real estate notice or leasehold improvementsindication of the intention of any person or entity to terminate any agreement with the Seller or the Seller Bank; or any notice or indication from any depositor, machinerycustomer or supplier of the Seller or the Seller Bank of any intention to cease doing business with, equipment or molds change the price in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, respect or other corporate securitiesterms on which business is transacted with or reduce the business transacted with the Seller or the Seller Bank in any material respect, or made other than any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or the foregoing that could not covered by insurance) that would individually or in the aggregate reasonably be expected to have a Material Adverse Effect on Seller. (ix) Seller has no knowledge of any fact or experienced any other material adverse change or changes individually or in the aggregate circumstance relating to it that would have prevent the transactions contemplated by this Agreement from qualifying as a Material Adverse Effectreorganization under Section 368(a) of the Code.

Absence of Certain Changes or Events. The Company has not, since Since the Balance Sheet Datedate of the 1998 Financial Statements, except as described on Schedule 4.23set forth in Section 3.1(i) of the Seller Schedule, neither Seller nor any Subsidiary, with respect to the Analytical Instruments Business, has: (iA) Incurred incurred any material obligation liability for or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in respect of borrowed money in excess of $1 million in the ordinary courseaggregate, except current liabilities incurred, and any such obligation or liability incurred liabilities under Contracts entered into, in the ordinary course would not have Ordinary Course of Business, or Indebtedness which is an Excluded Liability or Indebtedness for which a Material Adverse Effect, except for claims, if any, that are adequately covered by insurancepost-Closing adjustment will be made pursuant to Section 2.6; (iiB) Discharged purchased any shares of capital stock or satisfied other equity securities of any lien party unaffiliated with Seller that would be set forth, summarized or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date described in the ordinary course of business that would not have a Material Adverse EffectAssets (and no Transferred Subsidiary has purchased any such shares or securities); (iiiC) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgagedmortgaged, pledged or subjected to any lienmaterial claim any material portion of the Assets or any material portion of the assets of any Transferred Subsidiary, charge other than Permitted Encumbrances; (D) acquired or sold, assigned, transferred or otherwise disposed of a material amount of Assets or any material amount of the assets of any Transferred Subsidiary, except in each case in the Ordinary Course of Business; (E) sold, assigned, licensed, sublicensed or transferred any material Intellectual Property included in the Assets (provided that all Intellectual Property set forth, summarized and/or described in Section 1.2(a) of the Seller Schedule shall be automatically deemed material for purposes of this paragraph (E)) or any material Intellectual Property of any Transferred Subsidiary, except for licenses of Intellectual Property in the Ordinary Course of Business in conjunction with product sales; (F) made any single capital expenditure or commitment therefor other encumbrance than as provided in the 1999 Budget previously provided to Buyer; (G) made any change in compensation of any member of senior management (or employee of similar stature) except for increases which are in the Ordinary Course of Business; (H) materially changed its credit policy as to sale of inventories or collection of receivables; (I) entered into any joint venture, partnership or similar arrangement; (J) materially amended, modified or terminated any material contract, understanding, commitment or agreement other than in the Ordinary Course of Business, except for any such item that terminated in accordance with its terms; (K) authorized or issued any recall notice for any of its assetsproducts which has had or would reasonably be expected to have, tangible individually or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have aggregate, a Material Seller Representation Adverse Effect; (viL) Disposed received notice of or permitted to lapse any patents or trademarks warranty claim (other than in the Ordinary Course of Business) or any patent products liability claim which has had or trademark applications material which would reasonably be expected to have, individually or in the operation of its businessaggregate, a Seller Representation Adverse Effect; (viiM) Incurred any significant labor trouble changed its accounting methods, principles or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agentpractices, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stockas required by U.S. GAAP; or (xiN) Experienced damage, destruction or loss agreed to do any of the things listed in clauses (whether or not covered by insuranceA) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectthrough (M) of this Section 3.1(i).

Absence of Certain Changes or Events. The Company has notExcept (I) as disclosed in, or reflected in the financial statements included in, the ONEOK SEC Documents and/or Section 4.1(f) of the ONEOK Disclosure Schedule, (II) as contemplated by this Agreement, or (III) for transactions effected or actions taken by ONEOK or its Subsidiaries after the date of this Agreement without breaching the terms hereof, in the case of clauses (iv) through (xi) below, since the Balance Sheet DateAugust 31, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute1996, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred ONEOK has conducted its business in the ordinary course of such business consistent with past practice, and since August 31, 1996, there has not been: (i) any event or events which, individually or in the aggregate, have had or would not have a Material Adverse EffectEffect on ONEOK, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of ONEOK's capital stock, except for claimsregular quarterly cash dividends on ONEOK Common Stock or the regular quarterly cash dividend on ONEOK Preferred Stock (or a pro rata amount for any dividend less than a full quarter) with usual record and payment dates for such dividends; (iii) any amendment of any material term of any outstanding equity security of ONEOK or any Subsidiary of ONEOK; (iv) any repurchase, if any, that are adequately covered redemption or other acquisition by insurance; (ii) Discharged ONEOK or satisfied any lien Subsidiary of ONEOK of any outstanding shares of capital stock or encumbranceother equity securities of, or paid other ownership interests in, ONEOK or satisfied any obligations Subsidiary of ONEOK, except as contemplated by any ONEOK Benefit Plans; (v) any material change in any method of accounting or liability accounting practice by ONEOK or any Significant Subsidiary of ONEOK; (absolute, accrued, contingent vi) any increase in the salaries or otherwise) other than compensation payable to any officer or employee of ONEOK or any of its Subsidiaries (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date except for normal increases in the ordinary course of business that would not have a Material Adverse Effect; consistent with past practice) or any increase in, or addition to, other benefits to which any officer or employee may be entitled (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed required by the terms of plans as in effect on the Balance Sheet, date of this Agreement or as required by law); (bvii) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; any incurrence of indebtedness for borrowed money (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business consistent with past practice); (viii) any Material Adverse Change or threat of a Material Adverse Change in ONEOK's or any of its Subsidiaries' relations with, or any loss or, to the knowledge of ONEOK, threat of loss of, any of ONEOK's or any of its Subsidiaries' material suppliers or customers, except to the extent such loss does not and which would not have a Material Adverse Effect; Effect on ONEOK; (viix) Disposed any termination, cancellation or waiver of any contract or permitted to lapse any patents or trademarks or any patent or trademark applications other right material to the operation of the business of ONEOK and its business; (vii) Incurred any significant labor trouble Subsidiaries taken as a whole, except to the extent such termination, cancellation or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or waiver does not covered by insurance) that and would individually or in the aggregate not have a Material Adverse Effect on ONEOK; (x) any amendment of any material term of the respective certificates of incorporation or experienced bylaws of ONEOK or any Subsidiary of ONEOK; or (xi) any other material adverse change transaction, commitment, dispute or changes individually other event or condition (financial or otherwise) of any character (whether or not in the aggregate ordinary course of business) that does have or would have a Material Adverse EffectEffect on ONEOK.

Absence of Certain Changes or Events. The Except as set forth in Schedule 2.05 or reflected in the March 31 Balance Sheet or permitted or contemplated by this Agreement, since March 31, 1999, neither Company has not(a) suffered any material damage, since the Balance Sheet Date, except as described on Schedule 4.23: destruction or casualty loss to its physical properties; (ib) Incurred incurred or discharged any material obligation or liability (absolute, accrued, contingent or otherwise) entered into any other material transaction except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have of business; (c) suffered any material adverse change in the business, financial condition, assets, liabilities, operations or results of operations of the Companies taken as a Material Adverse Effectwhole; (d) increased the rate or terms of compensation payable or to become payable by either Company to its directors, officers or key employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering any of its directors, officers or key employees, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in each case increases occurring in the ordinary course of business that would not have a Material Adverse Effect; in accordance with its customary practices (iiiincluding normal periodic performance reviews and related compensation and benefit increases) Increased or established as required by any reserve pre-existing Commitment identified in Schedule 2.08; (e) consummated, or accrual for taxes agreed to consummate, any sale, lease or other liability on its books transfer or otherwise provided therefor, disposition of any properties or assets except (a) as disclosed on for the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any sale of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except inventory items in the ordinary course of business and which would not have a Material Adverse Effect; except for the sale of any tangible personal property that, in the reasonable judgment of the Companies, has become uneconomic, obsolete or worn out; (vif) Disposed of incurred, assumed or permitted to lapse guaranteed any patents indebtedness for borrowed money; (g) granted any mortgage, pledge, lien or trademarks or encumbrance on any patent or trademark applications material to the operation of its material properties or assets; (h) entered into, amended or terminated any material Commitment, or waived any material rights thereunder except in the ordinary course of business; ; (viii) Incurred made any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it grant of credit to any director, officer, employee customer or agentdistributor on terms or in amounts materially more favorable than those that have been extended to such customer or distributor in the past, or by means (j) paid any dividend or made any other distribution to or for the benefit of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, either Seller other than regularly scheduled increases that are payment of his regular salary. Since March 31, 1999, the Companies have been operated in all material respects in the ordinary course in a manner consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectpractice.

Absence of Certain Changes or Events. The Company has notExcept as set out in Section 3.1(bb) of the Seller Disclosure Schedule, since the Balance Sheet Datedate of the most recent fiscal year end of the Corporation and the Holding Companies, except as described on Schedule 4.23neither of them has: (i) Incurred incurred any material fixed or contingent obligation, liability or commitment except trade or business obligations incurred in the ordinary course of business, none of which is materially adverse or was entered into for inadequate consideration; (ii) discharged or satisfied any Encumbrance or paid or satisfied any fixed or contingent obligation or liability (absoluteliability, accrued, contingent or otherwise) except for current obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effectand except as otherwise provided for in this Agreement; (iii) Increased mortgaged, pledged or established subjected any reserve or accrual of the Assets to any Encumbrance, other than liens, if any, for current taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles not yet due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingpayable; (iv) Mortgagedentered into any lease or rental agreement or transferred, pledged leased, licensed or subjected to any lien, charge or other encumbrance disposed of any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except the Assets other than in the ordinary course of business and which would not have a Material Adverse Effectother than new leases or renewals of any of the leases and/or agreements to lease listed on the Seller Disclosure Schedule in accordance with the renewal rights contained therein; (v) waived, released, cancelled, forgiven or compromised any debt, claim or right, other than in the ordinary course of business; (vi) Disposed transferred or granted any right under any lease, license or other agreement or with respect to any intangible asset other than in the ordinary course of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred paid or agreed to pay any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any directorbonus, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased except as outlined on the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesEmployment and Consulting Agreements Schedule; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into suffered any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or casualty loss (whether or not covered by insurance) that would individually or any material operating or other loss; (ix) suffered any adverse change in, or any event or events which have had or will have a material adverse effect on the Assets or the liabilities of any of the Corporation or the Holding Companies, the conduct of the Business or the condition (financial or otherwise) or prospects of the Corporation, taken as a whole; (x) made any loan to or entered into any other transaction with any of its officers, directors, employees or shareholders giving rise to any claim or right of, by, or against any such person. The Corporation and the Holding Companies are not indebted to any of its officers, directors, employees or shareholders or any other person not dealing at arms' length with the Corporation except for the RCA Loans and loans to employees not exceeding $20,000 in aggregate; (xi) made or entered into any contract or commitment to make any individual capital expenditures in excess of $50,000 or in the aggregate have a Material Adverse Effect not more than $100,000; (xii) declared or experienced paid any dividend or made or agreed to make any payment or distribution to any shareholder (including purchases and redemptions of issued and outstanding shares or any other material adverse change securities); (xiii) issued, sold or changes individually granted any options, rights or warrants to purchase, or subscribe for, any shares of any corporation; (xiv) sold or otherwise disposed of any fixed or capital assets except in the aggregate that would have a Material Adverse Effectordinary course of business; (xv) amended or terminated any contract or agreement which is material to the Business; or (xvi) entered into any agreement or commitment to do or cause any of the matters described above to occur.

Absence of Certain Changes or Events. The Company has not(a) Except as set forth on Schedule 3.9(a), since the date of the Company Interim Balance Sheet DateSheet, except as described on Schedule 4.23there has not been: (i) Incurred any Company Material Adverse Effect; (ii) any material loss, damage, destruction or other casualty to the assets or properties of either the Company or any of its Subsidiaries (other than any for which insurance awards have been received or guaranteed); (iii) any change in any method of accounting or accounting practice of either the Company or any of its Subsidiaries except for any such change required by reason of a concurrent change in GAAP; or (iv) any loss of the employment, services or benefits of the chief executive officer of the Company and members of the Company’s senior management who report directly to such chief executive officer. (b) Since the date of the Company Interim Balance Sheet, each of the Company and each of its Subsidiaries has operated in the ordinary course of its business and consistent with past practice and, except as set forth on Schedule 3.9(b), has not: (i) incurred any material obligation or liability (whether absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceof business and consistent with past practice; (ii) Discharged failed to discharge or satisfied satisfy any lien material Lien or encumbrance, pay or paid or satisfied satisfy any obligations material obligation or liability (whether absolute, accrued, contingent or otherwise) ), other than (a) Permitted Liens and liabilities shown or reflected on the Balance Sheet, being contested in good faith and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not for which adequate reserves have a Material Adverse Effectbeen provided; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgagedmortgaged, pledged or subjected to any lien, charge or Lien (other encumbrance than Permitted Liens) any of its assets, tangible properties or intangiblerights; (viv) Sold sold or transferred any of its material assets or cancelled any material debts or claims or waived any material rights; (v) disposed of any material patents, trademarks or copyrights or any material patent, trademark or copyright applications or registrations; (vi) disclosed any of its material trade secrets, except pursuant to written confidentiality obligations; (vii) defaulted on any material obligation; (viii) entered into any transaction material to its business, except in the ordinary course of business and which would not have a Material Adverse Effectconsistent with past practice; (viix) Disposed of granted any material increase in the compensation or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation benefits of its businesskey employees other than increases in accordance with past practice not exceeding 8% of the key employee’s annual base compensation then in effect, or entered into any employment, change of control, retention or severance agreement or arrangement with any of them; (viix) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or contractually committed to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized make any capital expenditure for real estate any periods after the date hereof or leasehold improvementsadditions to property, machinery, plant and equipment or molds used in its operations other than ordinary repairs and maintenance in excess of $10,000.00 100,000 in the aggregate; (ixxi) Except for this Agreement, entered into laid off any material transactionsignificant number of its employees; (xxii) Issued discontinued the offering of any stocksmaterial services or product; (xiii) incurred any material obligation or liability for the payment of severance benefits; (xiv) declared, bondspaid, or other corporate securities, or made any declaration or set aside for payment of any dividend or any other distribution in respect of shares of its capital stock, membership interests or other securities, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of its capital stock, membership interests or other securities, or agreed to do so; or (xixv) Experienced damage, destruction entered into any agreement or loss (whether or not covered by insurance) that would individually or in made any commitment to do any of the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Company has not(a) Except as set forth on Schedule 4.9(a), since the date of the Parent Interim Balance Sheet DateSheet, except as described on Schedule 4.23there has not been: (i) Incurred any Parent Material Adverse Effect; (ii) any material loss, damage, destruction or other casualty to the assets or properties of either Parent or any of its Subsidiaries (other than any for which insurance awards have been received or guaranteed); (iii) any change in any method of accounting or accounting practice of either Parent or any of its Subsidiaries except for any such change required by reason of a concurrent change in GAAP; or (iv) any loss of the employment, services or benefits of the chief executive officer of Parent and members of Parent’s senior management who report directly to such chief executive officer. (b) Since the date of the Parent Interim Balance Sheet, each of Parent and each of its Subsidiaries has operated in the ordinary course of its business and consistent with past practice and, except as set forth on Schedule 4.9(b), has not: (i) incurred any material obligation or liability (whether absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceof business and consistent with past practice; (ii) Discharged failed to discharge or satisfied satisfy any lien material Lien or encumbrance, pay or paid or satisfied satisfy any obligations material obligation or liability (whether absolute, accrued, contingent or otherwise) ), other than (a) Permitted Liens and liabilities shown or reflected on the Balance Sheet, being contested in good faith and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not for which adequate reserves have a Material Adverse Effectbeen provided; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgagedmortgaged, pledged or subjected to any lien, charge or Lien (other encumbrance than Permitted Liens) any of its assets, tangible properties or intangiblerights; (viv) Sold sold or transferred any of its material assets or cancelled any material debts or claims or waived any material rights; (v) disposed of any material patents, trademarks or copyrights or any material patent, trademark or copyright applications or registrations; (vi) disclosed any of its material trade secrets, except pursuant to written confidentiality obligations; (vii) defaulted on any material obligation; (viii) entered into any transaction material to its business, except in the ordinary course of business and which would not have a Material Adverse Effectconsistent with past practice; (viix) Disposed of granted any material increase in the compensation or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation benefits of its businesskey employees other than increases in accordance with past practice not exceeding 8% of the key employee’s annual base compensation then in effect, or entered into any employment, change of control, retention or severance agreement or arrangement with any of them; (viix) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or contractually committed to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized make any capital expenditure for real estate any periods after the date hereof or leasehold improvementsadditions to property, machinery, plant and equipment or molds used in its operations other than ordinary repairs and maintenance in excess of $10,000.00 100,000 in the aggregate; (ixxi) Except for this Agreement, entered into laid off any material transactionsignificant number of its employees; (xxii) Issued discontinued the offering of any stocksmaterial services or product; (xiii) incurred any material obligation or liability for the payment of severance benefits; (xiv) declared, bondspaid, or other corporate securities, or made any declaration or set aside for payment of any dividend or any other distribution in respect of shares of its capital stock, membership interests or other securities, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of its capital stock, membership interests or other securities, or agreed to do so; or (xixv) Experienced damage, destruction entered into any agreement or loss (whether or not covered by insurance) that would individually or in made any commitment to do any of the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Company Since September 30, 2000, there has notnot occurred any Camitro Material Adverse Effect and there has not been, since occurred or arisen any: (a) amendments or changes to the Balance Sheet DateRestated Articles or Bylaws of Camitro; (b) individual capital expenditure or commitment, or series of related capital expenditure or commitments, by Camitro exceeding $25,000; (c) destruction of, damage to or loss of any assets material to the business of Camitro (whether or not covered by insurance); (d) to the best of Camitro's knowledge, any communication to Camitro as to a material adverse change in a material business relationship, including without limitation any cancellation or termination or notice of cancellation or termination of any material business relationship or a material portion of such relationship with Camitro or any notice of material decrease or planned decrease in the usage or purchase of the products or services of Camitro by any such entity from that reasonably expected by Camitro as of the date of this Agreement; (e) labor trouble or claim of wrongful discharge (except for such claims as described on Schedule 4.23:would not reasonably be expected to result in potential damages greater than $50,000) or other unlawful labor practice or action that would have a Camitro Material Adverse Effect; (f) material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Camitro; (g) material revaluation by Camitro of any of its assets; (h) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of Camitro, or any direct or indirect redemption, purchase or other acquisition by Camitro of any of its capital stock; (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred increase in the ordinary coursesalary or other compensation, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have and consistent with past practices, payable or to become payable to any of its (i) officers or directors or (ii) employees or advisors who earn the top 20% of compensation paid by Camitro, declaration, payment or commitment or obligation of any kind for the payment of a Material Adverse Effectbonus or other additional salary or compensation to any such person or grant or amendment of any stock option or other agreement pertaining to any such person; (iiij) Increased or established any reserve or accrual for taxes sale, lease, license or other liability on its books disposition of any material amount of the assets or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingproperties of Camitro; (ivk) Mortgagedamendment or termination of any material contract, pledged agreement or subjected license to any lienwhich Camitro is a party or by which it is bound, charge except for amendments or other encumbrance any of its assets, tangible or intangibleterminations described in Section 2.6(d); (vl) Sold loan by Camitro to any person or transferred entity, incurring by Camitro of any indebtedness (except for indebtedness in amounts described in Section 2.16(a)(iv) of the Camitro Disclosure Schedule incurred under existing credit lines or arrangements set forth in Section 2.16(a)(iv) of the Camitro Disclosure Schedule), guaranteeing by Camitro of any indebtedness, issuance or sale of any debt securities of Camitro or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses and endorsing of checks payable to Camitro in the ordinary course of business, consistent with past practices; (m) waiver or release of any material right or claim of Camitro, including any write-off or other compromise of any account receivable of Camitro other than in the ordinary course of business and consistent with past practices; (n) change in pricing or royalties set or charged by Camitro to its assets customers or cancelled any debts licensees or claims in pricing or waived any rights, royalties set or charged by persons who have licensed Camitro Intellectual Property (as defined herein) to Camitro other than in the ordinary course of business and consistent with past practices; (o) other transaction by Camitro except in the ordinary course of business as conducted on September 30, 2000 and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xip) Experienced damagecommitment, destruction understanding or loss (whether agreement by Camitro or not covered by insurance) that would individually any officer or employee thereof to do any of the things described in the aggregate have a Material Adverse Effect or experienced any preceding clauses (a) through (o) (other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectthan this Agreement).

Absence of Certain Changes or Events. The Company has notExcept as set forth in Schedule 4.19, since the Balance Sheet DateDecember 31, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute2001, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a there has ------------- been no Material Adverse Effect. Except as set forth on Schedule 4.19, except for claimswithout ------------- limiting the foregoing, if anywith respect to the Business, that are adequately covered by insurancesince December 31, 2001 (or such other date as is noted below): (a) No Seller has increased the level of benefits under any Employee Benefit Plan, the salary or other compensation (including severance) payable or to become payable to any of the Transferred Employees or obligated itself to pay any bonus or other additional salary or compensation to any Transferred Employee; (iib) Discharged or satisfied No Seller has entered into any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) Material transaction other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effectconsistent with past practice; (iiic) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided thereforNo Seller has sold, except (a) as disclosed on the Balance Sheettransferred, disposed of, or (b) as may have been required under generally accepted accounting principles due agreed to income earned sell, transfer or expense accrued since dispose of, any assets, properties, Intellectual Property or rights other than in the Balance Sheet Date and as disclosed to the Purchaser in writingordinary course of business consistent with past practice; (ivd) Mortgaged, pledged or subjected to No Seller has acquired any lien, charge or other encumbrance any of its material assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of business, nor acquired or permitted to lapse merged with any patents or trademarks or any patent or trademark applications material to the operation of its other business; (viie) Incurred No Encumbrances have been incurred or created on any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agentContributed Assets, other than regularly scheduled increases that are consistent with past practicesPermitted Encumbrances, and no Seller has assigned or sublet any portion of any Included Real Property Lease; (viiif) Authorized No Seller since December 31, 2000 has made any material change in any allowance or tax or accounting practice, policy or method or any method of calculating any bad debt, contingency or other reserve for accounting, financial reporting or tax purposes or make any material tax election or settle or compromise any material income tax liability with any Governmental Entity; (g) There has been no waiver or amendment of any material right relating to any Seller which would reasonably be expected to be material to the conduct of the Business; (h) Since December 31, 2000, except for Capital Leases disclosed to Buyer, no Seller has made, or committed to make, any capital expenditure (or series of related capital expenditures) that is either material or outside the ordinary course of business; (i) No Seller has amended, rescinded or terminated (and not renewed) any existing Material Contract and no such Material Contract has expired or terminated (and not been renewed) by its terms; (j) No customer or reseller of any Seller accounting for real estate more than 1% of revenues of the Business (calculated on the basis of the year ended December 31, 2001) has terminated its relationship with any Seller or leasehold improvementsnotified Seller in writing that it intends to do so, machineryand no Seller has caused the Business to make any material change in pricing, equipment marketing, or molds in excess purchasing policies or methods; (k) None of $10,000.00 the Contributed Assets, individually or in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stockshave been destroyed, bonds, damaged or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss otherwise lost (whether or not covered by insurance); and (l) that would individually Each Seller has not entered into any commitment (contingent or in otherwise) to do any of the aggregate have a Material Adverse Effect or experienced any foregoing, other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectthan pursuant to this Agreement.

Absence of Certain Changes or Events. The Company has notExcept as disclosed in the Colonial SEC Documents or in Schedule 3.7 to the Colonial Disclosure Letter, since December 31, 2003 (the Balance Sheet "Colonial Financial Statement Date"), except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, Colonial and any such obligation or liability incurred its Subsidiaries have conducted their business only in the ordinary course would (taking into account prior practices, including the acquisition of properties and issuance of securities) and there has not have been (a) any circumstance, event, occurrence, change or effect that has had a Colonial Material Adverse Effect, except for claimsnor has there been any circumstance, if anyevent, occurrence, change or effect that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrancewith the passage of time would reasonably be expected to result in a Colonial Material Adverse Effect, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would except for regular quarterly distributions not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; 0.675 per Colonial Common Share or Colonial OP Unit (ix) Except for this Agreement, entered into subject to changes pursuant to Section 5.10 and to any material transaction; (x) Issued any stocks, bondsCorresponding Colonial Dividends and Distributions paid pursuant to Section 1.13(d)(ii)), or other corporate securitiesthe stated distribution rate for each Colonial Preferred Share or Colonial Preferred OP Unit (or, or made in each case, with respect to the period commencing on the date hereof and ending on the Closing Date, distributions as necessary to maintain REIT status), in each case with customary record and payment dates, any declaration authorization, declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to Colonial Common Shares, Colonial OP Units, Colonial Preferred Shares or Colonial Preferred OP Units, (c) any distribution split, combination or reclassification of, or any issuance or the authorization of , or any issuance of any other securities in respect of, in lieu of its capital stock; or or in substitution for, or giving the right to acquire by exchange or exercise, shares of stock of Colonial or partnership interests in Colonial Partnership or any issuance of an ownership interest in, any Colonial Subsidiary, (xid) Experienced any damage, destruction or loss (loss, whether or not covered by insurance) , that has had or would individually or in the aggregate reasonably be expected to have a Colonial Material Adverse Effect or experienced (e) any other material adverse change made prior to the date of this Agreement in accounting methods, principles or changes individually practices by Colonial or any of its Subsidiaries or Colonial Partnership or any of its Subsidiaries materially affecting its assets, liabilities or business, except insofar as may have been disclosed in the aggregate that would have Colonial SEC Documents or required by a Material Adverse Effectchange in GAAP.

Absence of Certain Changes or Events. The Company has not, since Since the Reference Balance Sheet Date, except (i) as described on Schedule 4.23disclosed in Section 4.08 of the Company Disclosure Schedule, or (ii) provided for in or disclosed pursuant to subsections (i) - (xxvi) below, the business of the Company has been conducted in the ordinary course and consistent with past practice. As amplification and not limitation of the foregoing, except as disclosed in Section 4.08 of the Company Disclosure Schedule, since the Reference Balance Sheet Date, the Company has not: (i) Incurred transferred to any material obligation person or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and entity any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) rights to its Intellectual Property other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date transfers necessary to sell products in the ordinary course of business consistent with past practice; (ii) permitted or allowed any of the assets or properties (whether tangible or intangible) of the Company to be subjected to any Encumbrance, other than Permitted Encumbrances and Encumbrances that would not have a Material Adverse Effectwill be released at or prior to the Closing; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business consistent with past practice, discharged or otherwise obtained the release of any or paid or otherwise discharged any liability, other than current liabilities reflected on the Reference Balance Sheet and which would not have a Material Adverse Effectcurrent liabilities incurred in the ordinary course of business consistent with past practice since the Reference Balance Sheet Date; (iv) made any loan to, guaranteed any indebtedness for borrowed money of, or otherwise incurred any liability for borrowed money on behalf of any Person other than payroll, travel guaranties and other advances made in the ordinary course of business; (v) failed to pay any creditor any material amount owed to such creditor when due; (vi) Disposed redeemed any of the capital stock or permitted to lapse declared, made or paid any patents dividends or trademarks distributions (whether in cash, securities or any patent or trademark applications material other property) to the operation holders of its businesscapital stock of the Company or otherwise; (vii) Incurred made any significant labor trouble or granted any general or uniform increase material changes in salary or wages payable or the customary methods of operations of the Company, including, without limitation, practices and policies relating to become payable by it to any directormanufacturing, officerpurchasing, employee or agentinventories, or by means of any bonus or pension planmarketing, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practicesselling and pricing; (viii) Authorized merged with, entered into a consolidation with or acquired an equity interest in any Person or acquired a substantial portion of the assets or business of any Person or any division or line of business thereof, or otherwise acquired any material assets other than in the ordinary course of business consistent with past practice; (ix) made any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds commitment of any capital expenditure in excess of $10,000.00 20,000 individually or $50,000 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued issued any stocks, bonds, sales orders or other corporate securities, otherwise agreed to make any purchases involving exchanges in value in excess of $20,000 individually or made any declaration or payment of any dividend or any distribution $50,000 in respect of its capital stock; orthe aggregate; (xi) Experienced damagesold, destruction transferred, leased, subleased, licensed or otherwise disposed of any material properties or assets, real, personal or mixed (including, without limitation, leasehold interests and intangible assets), other than the sale of inventories in the ordinary course of business consistent with past practice; (xii) issued or sold any capital stock, notes, bonds or other securities, or any option, warrant or other right to acquire the same, of Company Stock, or any other interest in, the Company; (xiii) entered into any agreement, arrangement or transaction with any of its directors, officers, employees or shareholders (or with any relative, beneficiary, spouse or Affiliate of such Person); (A) granted any increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable by the Company to any of its employees, including, without limitation, any increase or change pursuant to any Plan or (B) established or increased or promised to increase any benefits under any Plan; (xv) written down or written up (or failed to write down or write up in accordance with and consistent with past practice) the value of any inventories or receivables or revalued any assets of the Company other than in the ordinary course of business consistent with past practice, and in accordance with U.S. GAAP; (xvi) amended, terminated, cancelled or compromised any material claims of the Company or waived any other rights of substantial value to the Company; (xvii) made any change in any method of accounting or accounting practice or policy used by the Company, other than such changes required by U.S. GAAP; (xviii) allowed any Permit or Environmental Permit that relates to the Company or otherwise relates to any asset to lapse or terminate or failed to renew any such Permit or Environmental Permit or any insurance policy that is scheduled to terminate or expire within 45 calendar days of the date of the Closing; (xix) amended or modified in any material respect, or consented to the termination of, any Material Contract or the Company's rights thereunder, (xx) amended or restated the articles of incorporation or the bylaws (or other organizational documents) of the Company; (xxi) terminated, discontinued, closed or disposed of any plant, facility or other business operation, or laid off any employees or implemented any early retirement, separation or program providing early retirement window benefits within the meaning of Section 1. 401(a)-4 of the Regulations or announced or planned any such action or program for the future; (xxii) knowingly disclosed any secret or confidential Intellectual Property (except by way of issuance of a patent) or permitted to lapse or go abandoned any Intellectual Property (or any registration or grant thereof or any application relating thereto) to which, or under which, the Company has any right, title, interest or license; (xxiii) made any express or deemed election or settled or compromised any material liability, with respect to Taxes of the Company; (xxiv) suffered any casualty loss (whether or not covered by insurance) that would individually or damage with respect to any of the assets of the Company which in the aggregate have a Material Adverse Effect or experienced replacement cost of more than $20,000, and which is not covered by insurance; (xxv) suffered any other material adverse change or changes individually or in the aggregate that would have a Company Material Adverse Effect; or (xxvi) agreed, whether in writing or otherwise, to take any of the actions specified in this Section 4.08 or granted any options to purchase, rights of first refusal, rights of first offer or any other similar rights or commitments with respect to any of the actions specified in this Section 4.08, except as expressly contemplated by this Agreement.

Absence of Certain Changes or Events. The Company has notNeither Pentec nor PCM has, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect.

Absence of Certain Changes or Events. The Company Except as set forth on the schedules to the Local Purchase Agreements, since September 30, 2010, the Global Business has been operated in the ordinary course of the Global Business consistent with past practices and no occurrences, changes, events or circumstances have occurred that would cause a Material Adverse Effect on the Global Business or the Purchased Assets which are not reflected on the unaudited financial statements provided to Purchasers. Specifically, and without limitation as to the generality of the foregoing, since September 30, 2010 neither Owners or, as applicable, a Subsidiary has not: (a) incurred any liabilities or obligations in excess of One Hundred Thousand Dollars ($100,000.00) except liabilities or obligations incurred in the usual and ordinary course of the Global Business consistent with past practices; (b) sold, since leased or otherwise transferred, or contracted to sell, lease or otherwise transfer, any of the Balance Sheet DatePurchased Assets, except as described on Schedule 4.23or mortgaged, pledged or subjected any of the Purchased Assets to any Lien, except: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date sales of inventory in the ordinary course of business consistent with past practices; and (ii) payments on account of accounts payable incurred in the usual and ordinary course of business consistent with past practices; (c) made any change in, taken any steps to implement any change in, or made any arrangement for the payment of any additional or increased, wages, salaries, compensation, pension or other benefits payable to any director, officer, Employee, agent or sales representative or paid any severance or termination pay to, or became obligated to pay any severance or termination pay to, any director, officer, Employee, agent or representative, except where any of the same were in the ordinary course of Global Business, in accordance with past practices; (d) suffered any damage, destruction or casualty loss to any assets whether by fire, accident, labor disturbance or otherwise, whether or not insured, in excess of One Hundred Thousand Dollars ($100,000); (e) committed any event of default under, terminated or amended or revised any Material Contract with any of its customers and/or suppliers, nor have any such customers and/or suppliers terminated or amended or revised any Material Contract; (f) cancelled any debts or claims related to the Global Business, or waived any rights of value, except for such claims that are not in the aggregate material and which were incurred in the ordinary course of the Global Business consistent with past practices; (g) made any commitments or incurred any liabilities or obligations for capital expenditures in excess of One Hundred Thousand Dollars ($100,000), all of which capital expenditures committed to or incurred are set forth on the schedules to the Local Purchase Agreements; (h) incurred, became a party to or became subject to, any agreement, contract or commitment requiring an expenditure by Owners for the purchase of raw materials or other finished goods inventory, in each case and other than in the ordinary course of the Global Business consistent with past practices; (i) made any loan or advance to any supplier, vendor, stockholder, officer, director or Employee of any Owner, or members of the immediate family of any stockholder, officer, director or Employee of any Owner that will not be satisfied at Closing; (j) entered into any sale, license, assignment or transfer of any patents, trademarks, trade names or other similar intangible assets, or disposed of or permitted or caused the lapse of any rights in, to or for the use of any patent, trademark, trade name or copyright; (k) made any commitment (through negotiations or otherwise) or incurred any liability to any labor organization, or suffered any labor related work stoppage or interruption or strike; (l) instituted any new bonus, stock option, profit-sharing, pension, deferred compensation plan or similar arrangement or made any material changes in any such existing plans; (m) suffered any material adverse change in collection loss experience; (n) made any change in accounting principles or practices, eliminated any reserves established on any Owners’ books or changed the method of accrual pertaining to any reserves which would not justify their elimination; (o) suffered any change in the financial condition, assets, liabilities, business or operations, which alone or in the aggregate would have a Material Adverse Effect; (iiip) Increased authorized for issuance, issued, delivered or established sold any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheetequity securities of Owners, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since altered the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means terms of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stockoutstanding securities issued by Owners; or (xiq) Experienced damage, destruction entered into any commitment or loss (whether or not covered by insurance) that would individually or in agreement to do any of the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectforgoing.

Absence of Certain Changes or Events. The Company has notExcept as set forth on Schedule1.11, since September 30, 2010, the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date Global Business has been operated in the ordinary course of business the Global Business consistent with past practices and no occurrences, changes, events or circumstances have occurred that would not have cause a Material Adverse Effect;Effect on the Global Business or the Purchased Assets which are not reflected on the unaudited financial statements provided to Purchasers. Specifically, and without limitation as to the generality of the foregoing, since September 30, 2010 neither Owners or, as applicable, a Subsidiary has not: (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, incurred any liabilities or obligations in excess of One Hundred Thousand Dollars (b$100,000.00) as may have been required under generally accepted accounting principles due to income earned except liabilities or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except obligations incurred in the usual and ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are Global Business consistent with past practices; (viiib) Authorized sold, leased or otherwise transferred, or contracted to sell, lease or otherwise transfer, any capital expenditure for real estate of the Purchased Assets, or leasehold improvementsmortgaged, machinerypledged or subjected any of the Purchased Assets to any Lien, equipment or molds in excess except: (i) sales of $10,000.00 inventory in the aggregateordinary course of business consistent with pastpractices; and (ii) payments on account of accounts payable incurred in the usual and ordinary course of business consistent with past practices; (ixc) Except for this Agreementmade any change in, entered into taken any material transaction; (x) Issued steps to implement any stocks, bonds, or other corporate securitieschange in, or made any declaration or arrangement for the payment of any dividend additional or increased, wages, salaries, compensation, pension or other benefits payable to any distribution director, officer, Employee, agent or sales representative or paid any severance or termination pay to, or became obligated to pay any severance or termination pay to, any director, officer, Employee, agent or representative, except where any of the same were in respect the ordinary course of its capital stock; orGlobal Business, in accordance with past practices; (xid) Experienced suffered any damage, destruction or casualty loss (to any assets whether by fire, accident, labor disturbance or otherwise, whether or not covered by insuranceinsured, in excess of One Hundred Thousand Dollars ($100,000); (e) committed any event of default under, terminated or amended or revised any Material Contract with any of its customers and/or suppliers, nor have any such customers and/or suppliers terminated or amended or revised any Material Contract; (f) cancelled any debts or claims related to the Global Business, or waived any rights of value, except for such claims that would individually or are not in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or and which were incurred in the aggregate ordinary course of the Global Business consistent with past practices; (g) made any commitments or incurred any liabilities or obligations for capital expenditures in excess of One Hundred Thousand Dollars ($100,000), all of which capital expenditures committed to or incurred are set forth on Schedule1.11 ; (h) incurred, became a party to or became subject to, any agreement, contract or commitment requiring an expenditure by Owners for the purchase of raw materials or other finished goods inventory, in each case and other than in the ordinary course of the Global Business consistent with past practices; (i) made any loan or advance to any supplier, vendor, stockholder, officer, director or Employee of any Owner, or members of the immediate family of any stockholder, officer, director or Employee of any Owner that would have a Material Adverse Effect.will not be satisfied at Closing;

Absence of Certain Changes or Events. The Company has notExcept as disclosed in the APM Filings, the APM Financial Statements or the APM Disclosure Letter, since the Balance Sheet DateMarch 31, except as described on Schedule 4.232022: (i) Incurred APM and each of the APM Subsidiaries has conducted its business only in the ordinary course; (ii) no liability or obligation of any material obligation or liability nature (whether absolute, accrued, contingent or otherwise) except for obligations which has had or is reasonably likely to have a Material Adverse Effect on APM or the APM Subsidiaries has been incurred; (iii) there has not been any event, circumstance or occurrence which has had or is reasonably likely to give rise to a Material Adverse Effect on APM or the APM Subsidiaries; (iv) there has not been any change in the accounting practices used by APM; (v) there has not been any material increase in the salary, bonus, or other remuneration payable to any non-executive employees of APM or the APM Subsidiaries; (vi) there has not been any material change in the remuneration or compensation paid to the directors of APM or the APM Subsidiaries; (vii) there has not been any redemption, repurchase or other acquisition of APM Shares by APM, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the APM Shares; (viii) there has not been any entering into, or an amendment of, any APM Material Contract other than in the ordinary course; (ix) there has not been any satisfaction or settlement of any material claims or material liabilities that were not reflected in the APM Financial Statements, other than the settlement of claims or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction;; and (x) Issued there has not been any stocksmaterial increase in the salary, bondsbonus, or other corporate securities, remuneration payable to any officers or made any declaration senior or payment executive officers of any dividend APM or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse EffectAPM Subsidiaries.

Absence of Certain Changes or Events. The Company has notSince December 31, since 2003, the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred Acquired Companies have conducted their respective businesses only in the ordinary course consistent with past practice (except in connection with the transactions contemplated hereby) and have used commercially reasonable efforts to preserve intact the business organization of the Acquired Companies and to maintain satisfactory relationships with the customers, suppliers and employees and others with which the Acquired Companies have business relationships and, without limiting the generality of the foregoing: (a) There have been no changes, effects, events, occurrences or developments which, individually or in the aggregate, have had or would not have reasonably be expected to result in a Material Adverse EffectEffect on the Acquired Companies. (b) None of the Acquired Companies has sold, assigned, transferred or conveyed any Proprietary Right. (c) Except as otherwise contemplated by this Agreement or as required to ensure that any Plan is maintained in compliance with applicable Law or to comply with any Contract or Other Agreement regarding Business Employees or Plan entered into prior to the date hereof (complete and accurate copies of which have been heretofore delivered to Buyer), none of the Acquired Companies has (A) adopted, entered into, terminated or amended any collective bargaining agreement or Plan or any Contract or Other Agreement with respect to any current or former employees of an Acquired Company or any Bank Channel Employee, (B) increased in any manner the compensation, bonus or fringe or other benefits of, or paid any bonus of any kind or amount whatsoever to, any current or former Business Employee, except for claimsany planned salary increases and payment of bonuses, if anyeach as described in Part 2.8(c) of the Seller Disclosure Letter, that are adequately covered by insurance; (iiC) Discharged paid any benefit or satisfied amount not required under any lien Plan or encumbranceContract or Other Agreement as in effect on the date of this Agreement, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date as contemplated in the ordinary course of business that would not have a Material Adverse Effect; foregoing clause (iiiB), (D) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed consistent with past practice, granted or paid any severance or termination pay or increase in any manner the severance or termination pay of any current or permitted to lapse any patents or trademarks former employees of an Acquired Company or any patent or trademark applications material to the operation of its business; Bank Channel Employee, (viiE) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to awards under any directorbonus, officerincentive, employee or agent, or by means of any bonus or pension plan, contract performance or other commitment increased the compensation of any directorPlan, officer, employee Contract or agentOther Agreement or otherwise, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 as contemplated in the aggregate; foregoing clause (ixB), (F) Except for this taken any action to fund or in any other way secure the payment of compensation or benefits under any Plan or Contract or Other Agreement, entered into (G) taken any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration action to accelerate the vesting or payment of any dividend compensation or benefit under any Plan or Contract or Other Agreement or (H) materially changed any actuarial or other assumption used to calculate funding obligations with respect to any Acquired Company Plan or changed the manner in which contributions to any Acquired Company Plan are made or the basis on which such contributions are determined. (d) No Acquired Company has effected any amendment or modification to its Constituent Documents. (e) None of the Acquired Companies has made any material change in its fiscal year, accounting methods or principles used for GAAP or statutory reporting purposes, except for changes which are required by Law, SAP or GAAP of all enterprises in the same business. (f) Except in the ordinary course of business consistent with past practice, no Acquired Company has made any material change, and neither Seller, GAC nor any Acquired Company has permitted any of the Insurance Subsidiaries to make any material change, in its underwriting or claims management practices, pricing practices, reserving practices, reinsurance practices, marketing practices or investment policies or practices or Investment Guidelines, except in each case as required by Law. (g) None of the Acquired Companies has made any new material Tax election or any distribution in respect settlement or compromise of its capital stock; orany material income Tax liability. (xih) Experienced damageNo Acquired Company has revalued any properties or assets, destruction including writing off notes or loss (whether or not covered by insurance) that would individually or accounts receivable, other than in the aggregate ordinary course of the business of the applicable Acquired Company, or as required by applicable Law, SAP or GAAP. (i) The investments of the Acquired Companies have a Material Adverse Effect been maintained, and no sales or experienced any other material adverse change or changes individually or dispositions of investments have been effected, other than in accordance with the Investment Guidelines and in the aggregate ordinary course of business. (j) The Seller has not taken or failed to take any action or permitted any Acquired Company to take or fail to take any action, in each case for the purpose of either (i) shifting statutory income or surplus from the period following June 30, 2004 to the period preceding June 30, 2004 or (ii) increasing statutory income or surplus with the intent of increasing the June Adjusted Statutory Book Value or increasing the Closing Consideration to the detriment of Buyer and Parent; PROVIDED, HOWEVER, that would have Parent and Buyer agree that any action taken by Seller, to the extent necessary to ensure that an independent auditor's opinion will be unqualified after an issue as to ability to give an unqualified opinion is raised by such auditor, shall not be deemed to be a Material Adverse Effectbreach of this Section 2.8(j). (k) No Acquired Company has launched or introduced any material new product or service.

Absence of Certain Changes or Events. The Company Seller has not, since the Balance Sheet Date, and except in the ordinary course of business consistent with past practice and/or except as described on Schedule 4.234.21: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) ), except for obligations or liabilities incurred in the ordinary coursecourse of its business consistent with past practice or in connection with the performance of this Agreement, and any such obligation or liability incurred in the ordinary course would is not have a Material Adverse Effectmaterially adverse, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would were not have a Material Adverse Effectmaterially adverse; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted the cash basis method of accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would has not have a Material Adverse Effectbeen materially adverse; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its businessBusiness; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 5,000.00 in the aggregate; (ix) Except for this Agreement or as otherwise disclosed herein or in any schedule to this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect materially and adversely affecting any of its properties, assets or business, or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectaffecting its financial condition, assets, liabilities or Business.

Absence of Certain Changes or Events. The Company has not(a) Except as publicly disclosed in reports filed by Pinnacle with Regulatory Agencies (the "Pinnacle Reports") prior to the date hereof, and except for the one-time special assessment on institutions holding deposits subject to assessment by the Savings Association Insurance Fund ("SAIF") pursuant to the Deposit Insurance Funds Act of 1996 ("Funds Act") intended to increase SAIF's net worth as of October 1, 1996 to 1.25 percent of SAIF insured deposits, since the Balance Sheet DateDecember 31, except as described on Schedule 4.23: 1995, (i) Incurred Pinnacle and its Subsidiaries taken as a whole have not incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rightsliability, except in the ordinary course of business their business, and (ii) no event has occurred which would not have has had, individually or in the aggregate, a Material Adverse Effect;Effect on Pinnacle or the Surviving Corporation. (vib) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material Except as publicly disclosed in Pinnacle Reports filed prior to the operation date hereof, since December 31, 1995, Pinnacle and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary and usual course. (c) Since December 31, 1995, neither Pinnacle nor any of its business; Subsidiaries has (viii) Incurred any significant labor trouble or granted any general or uniform increase except for such actions as are in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means the ordinary course of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are business consistent with past practices; practice or except as required by applicable law, (viiiA) Authorized increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any capital expenditure for real estate executive officer, employee, or leasehold improvementsdirector from the amount thereof in effect as of December 31, machinery1995, equipment or molds in excess of $10,000.00 in the aggregate; (ixB) Except for this Agreementgranted any severance or termination pay, entered into any material transaction; contract to make or grant any severance or termination pay, or paid any bonuses in excess of Pinnacle's 1995 salary and employee benefits expenses, or (xii) Issued suffered any stocksstrike, bondswork stoppage, slowdown, or other corporate securitieslabor disturbance which, or made any declaration or payment in the reasonable judgment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damagePinnacle, destruction or loss (whether or not covered by insurance) that would is likely, either individually or in the aggregate aggregate, to have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effecton Pinnacle.

Absence of Certain Changes or Events. The Company has not, since Since the date of the Recent Balance Sheet DateSheet, except as described on set forth in Schedule 4.234.12, GVI has conducted its business only in the ordinary course consistent with past practice and has not: (ia) Incurred declared or paid any material dividend or made any other payment or distribution in respect of its capital stock; (b) purchased, redeemed, issued, sold or otherwise acquired or disposed of, either directly or indirectly, any of its capital stock or reclassified, split or otherwise changed any of its capital stock or granted or entered into any options, warrants, puts or calls or other rights to purchase, sell or convert any obligation into any of, its capital stock; (c) paid, discharged or satisfied any Encumbrance (other than an Encumbrance then required to be paid, discharged or satisfied), claim, liability or obligation (absolutewhether fixed, accrued, contingent or otherwise) except for obligations , whether due or liabilities incurred in the ordinary courseto become due), and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities a claim, liability or obligation that is a current liability shown or reflected on the Recent Balance Sheet, and (b) liabilities Sheet or incurred since the date of the Recent Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effectconsistent with past practice; (iiid) Increased canceled or established compromised any reserve debt or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheetclaim, or (b) as may have been required under generally accepted accounting principles due to income earned waived or expense accrued since released any material right, other than adjustments in the Balance Sheet Date and as disclosed to ordinary course of business which, in the Purchaser in writingaggregate, are not material; (ive) Mortgagedsold, pledged assigned, transferred, conveyed, leased, pledged, encumbered or subjected to any lien, charge or other encumbrance otherwise disposed of any of its assetsAssets (real or personal, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effectconsistent with past practice. (f) transferred or granted any right under, or entered into any settlement regarding the breach or infringement of, any Intellectual Property right, or modified any existing right with respect thereto; (vig) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble made or granted any general or uniform increase in salary the compensation (whether salary, commission, bonus, benefits (retirement, severance or wages payable other) or to become payable by it to other direct or indirect remuneration) of any director, officer, employee or agentof GVI's employees (other than individual increases which were generally consistent in amount with GVI's historical practices), or by means of made or granted any bonus or pension plan, contract or other commitment increased increase in the compensation of the officers of GVI, or entered into any directoremployment, officerseverance, bonus or similar agreement with any employee or agent, other than regularly scheduled increases that are consistent with past practicesof GVI; (viiih) Authorized changed accounting methods other than in accordance with GAAP; (i) received any notice of termination of any Contract or suffered any damage, destruction or loss adversely affecting GVI's Assets; (j) made any capital expenditure for real estate expenditures or leasehold improvementsadditions to property, machinery, plant or equipment or molds acquired of any other property or assets (other than raw materials and supplies) at a cost in excess of $10,000.00 25,000 individually or $50,000 in the aggregate; (ixk) Except incurred or assumed any indebtedness for this Agreement, entered into money borrowed or guarantied any material transactionindebtedness or other obligation of another Person; (xl) Issued suffered any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stockMaterial Adverse Effect; or (xim) Experienced damageagreed or otherwise committed, destruction whether in writing or loss (whether otherwise, to do, or not covered by insurance) taken any action or omitted to take any action that would individually or in result in, any of the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Company has notExcept as otherwise described herein or in the Am-Pac Schedules, or permitted in writing by the Shareholders, since the Balance Sheet Date, except as described on Schedule 4.23date of the most recent Am-Pac balance sheet: (a) Am-Pac has not (i) Incurred amended its Articles of Incorporation or By-Laws; or (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (b) Am-Pac has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute, accrued, contingent absolute or otherwisecontingent) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; of business; (iiiii) Discharged or satisfied any lien or encumbrance, or paid or satisfied agreed to pay any material obligations or liability liabilities (absolute, accrued, contingent absolute or otherwisecontingent) other than (a) current liabilities reflected in or shown or reflected on the Balance Sheet, most recent Am-Pac balance sheet and (b) current liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except date in the ordinary course of business and which would professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transaction contemplated hereby, including but not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material limited to the operation divestiture of its business; assets and liabilities; (viiiv) Incurred issued, delivered or agreed to issue or deliver, any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocksstock, bonds, or other corporate securitiessecurities including debentures (whether authorized and unissued or held as treasury stock), or made any declaration or payment of any dividend or any distribution except in respect of its capital stockconnection with this Agreement; orand (xic) Experienced damageto the best knowledge of Am-Pac, destruction it has not become subject to any law or loss (whether or not covered by insurance) that would individually regulation which materially and adversely affects, or in the aggregate have a Material Adverse Effect future, may adversely affect, the business, operations, properties, assets or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectcondition of Am-Pac.

Absence of Certain Changes or Events. The Company has notFrom September 30, since 2017 through the Balance Sheet Datedate of this Agreement, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in DPSG and the ordinary course, and any such obligation or liability incurred DPSG Subsidiaries have conducted their respective businesses only in the ordinary course would of such businesses or in order to effectuate the terms of this Agreement and there has not been: (a) any change, state of facts, circumstance, event or development that, individually or in the aggregate, has had or is reasonably likely to have a DPSG Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (iib) Discharged any declaration, setting aside or satisfied payment of any lien dividend or encumbrance, other distribution with respect to any shares of capital stock of DPSG or paid or satisfied any obligations or liability DPSG Subsidiary (absolute, accrued, contingent or otherwiseexcept for (i) other than (a) liabilities shown or reflected on ordinary quarterly dividends disclosed in the Balance SheetDPSG SEC Reports, and (bii) liabilities incurred since dividends or other distributions by any direct or indirect wholly owned Subsidiary to DPSG or to any wholly owned Subsidiary of DPSG), or any repurchase, redemption or other acquisition by DPSG or any DPSG Subsidiary of any outstanding shares of capital stock or other securities of DPSG or any DPSG Subsidiary; (c) any material change in any method of accounting or accounting practice by DPSG or any DPSG Subsidiary, except as required by changes in applicable GAAP; (d) (i) any material increase in the Balance Sheet Date compensation or benefits payable or to become payable to officers of DPSG or any DPSG Subsidiary (except for increases in the ordinary course of business that would or the payment of accrued or earned but unpaid bonuses, including but not have a Material Adverse Effectlimited to newly hired employees, promotions, retentions or as required by applicable Law), (ii) any establishment, adoption or entry into any collective bargaining, material bonus, profit sharing, equity, thrift, compensation, employment, termination, change-in-control, severance or other plan, trust, fund or policy in each case maintained or sponsored by DPSG or any DPSG Subsidiary for the benefit of any director, officer or non-officer employee (with the exception of any establishment, adoption, entry into or amendment of any compensation, employment, termination or severance plan or policy for non-officer employees), except to the extent required by applicable Law or in the ordinary course of business consistent with past practice or (iii) any material amendment of any DPSG Benefit Plan except as required by applicable Law and except with respect to any compensation, employment, termination or severance plan or policy for non-officer employees; (iiie) Increased any material Tax election made, changed or established revoked by DPSG or any reserve DPSG Subsidiary or accrual for taxes any settlement or other compromise of any material Tax liability on its books by DPSG or otherwise provided thereforany DPSG Subsidiary; (f) any material change in tax accounting principles by DPSG or any DPSG Subsidiary, except insofar (a) as disclosed on the Balance Sheet, or (bi) as may have been required under generally accepted accounting principles due to income earned by applicable Law or expense accrued since the Balance Sheet Date and as disclosed changes in applicable GAAP or (ii) to the Purchaser extent disclosed in writingthe DPSG Disclosure Letter and made as a result of the enactment of Public Law No. 115-97 and any guidance thereunder; (ivg) Mortgaged, pledged or subjected any surrender of any right to any lien, charge or other encumbrance any of its assets, tangible or intangibleclaim a material Tax refund; (vh) Sold or transferred any amendment of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course Tax Return of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks DPSG or any patent or trademark applications DPSG Subsidiary with respect to a material to the operation amount of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stockTaxes; or (xii) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in any agreement to do any of the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectforegoing.

Absence of Certain Changes or Events. The Company Except as disclosed in the Princeton Acquisitions SEC Documents, from the date of the most recent audited financial statements of Princeton Acquisitions included in the Princeton Acquisitions SEC Documents (the “Princeton Acquisitions Financial Statements”) to the date of this Agreement, Princeton Acquisitions has not, since the Balance Sheet Date, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred conducted its business only in the ordinary course, and any during such obligation or liability incurred in the ordinary course would period there has not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance;been: (ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown any change in the assets, liabilities, financial condition or operating results of Princeton Acquisitions from that reflected on in the Balance SheetPrinceton Acquisitions SEC Documents, and (b) liabilities incurred since the Balance Sheet Date except changes in the ordinary course of business that would have not have caused, in the aggregate, a Princeton Acquisitions Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may any damage, destruction or loss, whether or not covered by insurance, that would have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writinga Princeton Acquisitions Material Adverse Effect; (ivc) Mortgaged, pledged any waiver or subjected compromise by Princeton Acquisitions of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, charge claim, or other encumbrance or payment of any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rightsobligation by Princeton Acquisitions, except in the ordinary course of business and the satisfaction or discharge of which would not have a Princeton Acquisitions Material Adverse Effect; (vie) Disposed of or permitted any material change to lapse any patents or trademarks a material Contract by which Princeton Acquisitions or any patent of its assets is bound or trademark applications 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 Princeton Acquisitions; (h) any mortgage, pledge, transfer of a security interest in or lien created by Princeton Acquisitions 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 operation ordinary course of business and that do not materially impair Princeton Acquisitions’ ownership or use of such property or assets; (i) any loans or guarantees made by Princeton Acquisitions 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; (viij) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any directordeclaration, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration setting aside or payment of any a dividend or any other distribution in respect of its any of Princeton Acquisitions’ capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by Princeton Acquisitions; (k) any alteration of Princeton Acquisitions’ 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 Princeton Acquisitions stock option plans; (m) any amendment to the Princeton Acquisitions Constituent Documents; or (xin) Experienced damage, destruction any arrangement or loss (whether or not covered commitment by insurance) that would individually or Princeton Acquisitions to do any of the things described in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectthis Section 3.8.

Absence of Certain Changes or Events. The Company has notExcept for liabilities incurred in connection with this Agreement or as disclosed in Patapsco’s Reports filed prior to the date of this Agreement, since the Balance Sheet DateDecember 31, except as described on Schedule 4.232006: (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred Patapsco and its Subsidiaries have conducted their respective businesses only in the ordinary course, and any usual course of such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurancebusinesses consistent with their past practices; (ii) Discharged there has not been any event or satisfied any lien or encumbranceoccurrence that has had, or is reasonably expected to have, a Material Adverse Effect on Patapsco; (iii) Patapsco has not declared, paid or satisfied set aside any obligations dividends or liability (absolutedistributions with respect to the Patapsco Common Stock, accrued, contingent or otherwise) other than regular quarterly cash dividends not in excess of $.07 per share on Patapsco Common Stock; (aiv) liabilities shown except for supplies or reflected on equipment purchased in the Balance Sheetordinary course of business, and neither Patapsco nor any of its Subsidiaries have made any capital expenditures exceeding individually or in the aggregate $25,000; (bv) liabilities incurred since the Balance Sheet Date there has not been any write-down by The Patapsco Bank in excess of $25,000 with respect to any of its Loans or other real estate owned; (vi) there has not been any sale, assignment or transfer of any assets by Patapsco or any of its Subsidiaries in excess of $25,000 other than in the ordinary course of business that would not have or pursuant to a Material Adverse Effectcontract or agreement disclosed in Patapsco’s Disclosure Letter; (iiivii) Increased or established any reserve or accrual for taxes there has been no increase in the salary, compensation, pension, severance or other liability on its books benefits payable or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, to become payable by Patapsco or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred Subsidiaries to any of its assets their respective directors, officers or cancelled any debts or claims or waived any rightsemployees, except other than in conformity with the policies and practices of such entity in the usual and ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (viiviii) Incurred neither Patapsco nor any significant labor trouble of its Subsidiaries has paid or granted made any general accrual or uniform increase in salary arrangement for payment of bonuses or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the special compensation of any directorkind or any severance or termination pay to any of their directors, officer, employee officers or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregateemployees; (ix) Except for this Agreement, neither Patapsco nor any of its Subsidiaries has entered into or amended any material transaction;employment, deferred compensation, consulting, severance, termination or indemnification agreement with any current or former director or officer; and (x) Issued there has been no change in any stocksaccounting principles, bonds, practices or other corporate securities, or made any declaration or payment methods of any dividend Patapsco or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered Subsidiaries other than as required by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse EffectGAAP.

Absence of Certain Changes or Events. The Company has notExcept as set forth on Schedule 5.5 to Acquired Corporation’s Disclosure Supplement, since the Balance Sheet DateSeptember 30, except as described on Schedule 4.23:2006, no Acquired Corporation Company has (ia) Incurred issued, delivered or agreed to issue or deliver any material obligation stock, bonds or liability other corporate securities (absolute, accrued, contingent whether authorized and unissued or otherwiseheld in the treasury) except for obligations or liabilities incurred in shares of common stock issued upon the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceexercise of existing Acquired Corporation Options; (iib) Discharged borrowed or satisfied agreed to borrow any lien funds or encumbranceincurred, or paid become subject to, any Liability (absolute or satisfied any contingent) except borrowings, obligations or liability (absolute, accrued, contingent or otherwiseincluding purchase of federal funds) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities Liabilities incurred since the Balance Sheet Date in the ordinary course of business and consistent with past practice; (c) paid any material obligation or Liability (absolute or contingent) other than current Liabilities reflected in or shown on the most recent balance sheet referred to in Section 5.4 and current Liabilities incurred since that date in the ordinary course of business and consistent with past practice; (d) except as necessary in order to enable Acquired Corporation to pay the dividend contemplated by Section 6.2(k) hereof or for any Acquired Corporation Company to pay dividends to enable Acquired Corporation to meet its obligations as they come due, declared or made, or agreed to declare or make, any payment of dividends or distributions of any Assets of any kind whatsoever to stockholders, or purchased or redeemed, or agreed to purchase or redeem, directly or indirectly, or otherwise acquire, any of its outstanding securities; (e) except in the ordinary course of business, sold or transferred, or agreed to sell or transfer, any of its Assets, or canceled, or agreed to cancel, any debts or claims; (f) except in the ordinary course of business, entered or agreed to enter into any agreement or arrangement granting any preferential rights to purchase any of its Assets, or requiring the consent of any party to the transfer and assignment of any of its Assets; (g) suffered any Losses or waived any rights of value which in either event in the aggregate are material considering its business as a whole; (h) except in the ordinary course of business, made or permitted any amendment or termination of any Contract, agreement or license to which it is a party if such amendment or termination is material considering its business as a whole; (i) except in accordance with normal and usual practice or as required by Law or Contract, made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (j) except in accordance with normal and usual practice, increased the rate of compensation payable to or to become payable to any of its officers or employees or made any material increase in any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan, payment or arrangement made to, for or with any of its officers or employees; (k) as of December 31, 2006, received notice that any of its substantial customers has terminated or intends to terminate its relationship, which termination would not have a Material Adverse Effect; (iiil) Increased or established any reserve or accrual for taxes or failed to operate its business in the ordinary course (other liability on than this Agreement and the transactions contemplated hereby) so as to preserve its books or otherwise provided therefor, except (a) as disclosed on business intact and to preserve the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date goodwill of its customers and as disclosed to the Purchaser in writingothers with whom it has business relations; (ivm) Mortgaged, pledged or subjected to entered into any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except transaction other than in the ordinary course of business and which would not have a Material Adverse Effect;business; or (vin) Disposed agreed, in writing or otherwise, to take any action described in clauses (a) through (m) above. Between the date hereof and the Effective Date, no Acquired Corporation Company, without the express written approval of Buyer, will do any of the things listed in clauses (a) through (n) of this Section 5.5 except as permitted therein or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase as contemplated in salary or wages payable or to become payable by it to any director, officer, employee or agentthis Agreement, or by means of disclosed in the Acquired Corporation Disclosure Supplement and no Acquired Corporation Company will enter into or amend any bonus material Contract wherein either the Acquired Corporation Company has an obligation to pay or pension planthe other party thereto has an obligation to provide goods or services, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in either case in excess of $10,000.00 50,000 during the term thereof, other than Loans or renewals thereof entered into in the aggregate; (ix) Except for this Agreementordinary course of business, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment without the express written consent of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse EffectBuyer.

Absence of Certain Changes or Events. The Company has notExcept as expressly contemplated by this Agreement, since the Balance Sheet DateSeptember 30, except as described on Schedule 4.23: (i) Incurred any material obligation or liability (absolute1996, accrued, contingent or otherwise) except for obligations or liabilities incurred North Star has conducted its business only in the ordinary course, and there has not been: (a) any such obligation event, occurrence or liability incurred in the ordinary course would not have development of a state of circumstances or facts which has had a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceEffect on North Star; (iib) Discharged any declaration, setting aside or satisfied payment of any lien dividend or encumbranceother distribution with respect to any shares of North Star Common Stock, or paid any repurchase, redemption or satisfied other acquisition by North Star of any obligations outstanding shares of North Star Common Stock or liability (absoluteother securities of, accruedor other ownership interests in, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse EffectNorth Star; (iiic) Increased any split, combination or established reclassification of any reserve of North Star Common Stock or accrual any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingshares of North Star Common Stock; (ivd) Mortgagedany incurrence, pledged assumption or subjected to guarantee by North Star of any lien, charge or indebtedness for borrowed money other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except than in the ordinary course of business and which would not have a Material Adverse Effectin amounts and on terms consistent with past practices (including any such borrowings under its existing bank credit facility); (vie) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or other casualty loss (whether or not covered by insurance) that would affecting the business assets of North Star which, individually or in the aggregate aggregate, has had or could reasonably be expected to have a Material Adverse Effect on North Star; (f) any change in any method of accounting or experienced accounting practice by North Star, except for any such change required by reason of a concurrent change in generally accepted accounting principles; (g) except for this Agreement, any contract or commitment other material adverse than in the ordinary course of business; (h) any sale, assignment, transfer or other disposition of properties or assets, other than inventory or supplies consumed or disposed of in the ordinary course of business; (i) any change or changes individually or anticipated change in the aggregate that would relationship between North Star and any of its major customers which, taken in the aggregate, could reasonably be expected to have a Material Adverse EffectEffect on North Star; (j) any (i) grant except pursuant to agreements in effect on the date of this Agreement and disclosed in a Schedule hereto, of any material severance or termination pay to any director, officer or employee of North Star, (ii) entering into any material employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of North Star, (iii) material increase in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) other than in the ordinary course of business consistent with past practices, material increase in compensation, bonus or other benefits payable to directors, officers or employees of North Star; or (k) any agreement or commitment obligating North Star to do any of the things described in clauses (a) through (j).

Absence of Certain Changes or Events. The Company has notSince January 1, since the Balance Sheet Date2015, except as described on Schedule 4.23: (i) Incurred any material obligation a consequence of or liability (absoluteas contemplated by this Agreement, accrued, contingent or otherwise) except for obligations or liabilities incurred each of the Acquired Companies has conducted its operations in the ordinary courseOrdinary Course of Business and has not experienced any events, and any such obligation developments or liability incurred changes which, individually or in the ordinary course aggregate, would not be reasonably likely to have a Material Adverse Effect. Without limiting the generality of the foregoing, except for claimsas a consequence of or as contemplated by this Agreement, if anysince January 1, that are adequately covered by insurance2015, none of the Acquired Companies has: (a) amended its Organizational Documents; (iib) Discharged or satisfied amended in any lien or encumbrancematerial respect, terminated, or paid cancelled any Material Contract (or satisfied any obligations or liability (absoluteContract that if not for such termination would be a Material Contract), accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course Ordinary Course of business that would not have a Material Adverse EffectBusiness; (iiic) Increased terminated, cancelled, compromised or established settled any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingmaterial Litigation; (ivd) Mortgagedsold, pledged pledged, assigned, transferred, leased (as lessor or subjected to lessee), subleased (as lessor or lessee), licensed (as licensor or licensee) or otherwise disposed of any lien, charge material properties or other encumbrance any of its assets, tangible real, personal or intangiblemixed (including leasehold interests and intangible property) owned, leased or otherwise held, other than in the Ordinary Course of Business; (ve) Sold made, revoked or transferred changed any material Tax election or material method of its assets Tax accounting or cancelled settled or compromised any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effectmaterial liability relating to Taxes; (vif) Disposed made any material change to its financial accounting methods, principles or practices, except as required by GAAP; (g) incurred, assumed or guaranteed any indebtedness for borrowed money that will not be discharged in full at Closing; (h) transferred, assigned or granted any license or sublicense of any material rights under or permitted with respect to lapse any patents of the Company Owned Intellectual Property, other than in the Ordinary Course of Business; (i) entered into any new line of business or trademarks abandoned or any patent or trademark applications material to the operation discontinued existing lines of its business; (viij) Incurred adopted any significant labor trouble plan of merger, consolidation, reorganization, liquidation or granted dissolution or filed a petition in bankruptcy under any general provisions of federal or uniform increase in salary state bankruptcy Law or wages payable or consented to become payable by it to any director, officer, employee or agent, or by means the filing of any bonus bankruptcy petition against it under any similar Law; (k) accelerated, written off or pension plan, contract or other commitment increased the compensation of discounted any director, officer, employee or agentaccounts receivable, other than regularly scheduled increases that are consistent with past practicesin the Ordinary Course of Business; (viiil) Authorized delayed paying payables or other liabilities of any capital expenditure for real estate Acquired Company when due or leasehold improvementsdeferred expenses, machinery, equipment or molds in excess of $10,000.00 other than in the aggregateOrdinary Course of Business; (ixm) Except for this Agreementsuffered the loss of employment of any key employee or group of employees of any Acquired Company or been notified that any such person or group of persons intends to terminate employment; (n) entered into or terminated any employment contract (other than any contract terminable on no more than 30 days’ notice without the payment of severance) or collective bargaining agreement, or materially modified the terms of any existing such contract or agreement, or entered into any material transactioncollective bargaining relationship; (xo) Issued slowed or deferred any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stockexpenditures; or (xip) Experienced damageagreed, destruction whether in writing or loss otherwise, to take any of the actions specified in clauses (whether or not covered by insurancea) that would individually or in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effect- (o) above.

Absence of Certain Changes or Events. The Company has not(a) Except as otherwise specifically disclosed in SCHEDULE 3.23, since the date of the Reference Balance Sheet DateSheet, except as described on Schedule 4.23: there has not been (i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance; (ii) Discharged or satisfied any lien or encumbrancedamage to, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect; (iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing; (iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible; (v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect; (vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate; (ix) Except for this Agreement, entered into any material transaction; (x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or (xi) Experienced damage, destruction or loss (whether or not covered by insurance) that would individually of, any asset or in the aggregate have property which has had, or which is reasonably likely to have, a Material Adverse Effect on Holdings or experienced Elgar, (ii) any other material adverse change labor dispute which has had, or changes individually or in the aggregate that would have which is reasonably likely to have, a Material Adverse EffectEffect on Holdings or Elgar, (iii) any disposition of any capital asset of Holdings or Elgar having a net book value in excess of $100,000, or (iv) any incurrence, discharge or satisfaction of any obligation or liability of Holdings or Elgar other than in the ordinary course of business. (b) Since the date of the Reference Balance Sheet, except in connection with the transactions contemplated hereby, neither Holdings nor Elgar has engaged in any of the following transactions: (i) issued or committed to issue any shares of capital stock or other ownership interest; (ii) directly or indirectly, declared, paid or set aside for payment of any dividend or other distribution in respect of its capital stock, or redeemed, purchased or otherwise acquired or committed to acquire any shares or other ownership interest of Holdings or Elgar, as the case may be; (iii) effected a split or reclassification of any shares of Holdings or Elgar or a recapitalization of Holdings or Elgar; (iv) increased compensation or other benefits available to any officer, employee, sales agent or representative of Holdings or Elgar under any bonus or pension plan or other contract or commitment, other than in the ordinary course of business in accordance with Elgar's customary practices (including normal periodic performance reviews and related compensation and benefit increases) or as required by any pre-existing contract; (v) other than in the ordinary course of business, created or permitted to arise any Lien upon any of the assets of Holdings or Elgar, except for Permitted Liens and Liens securing the Bank Indebtedness; or (vi) materially changed the accounting methods used by Elgar or Holdings.

Absence of Certain Changes or Events. The Except as Previously Disclosed or as permitted by this Agreement, since the date of the most recent audited balance sheet contained in the Financial Statements, the Company has not, since the Balance Sheet Date, except as described on Schedule 4.23: (i1) Incurred suffered any material obligation circumstance, change, event, effect or liability development that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company; (absolute2) conducted its business other than in the ordinary and usual course of business consistent with past practice; (3) made, accrueddeclared, contingent paid or otherwiseset aside for payment any dividends on or in respect of, or declared or made any distributions on, any Interests or other equity interests of the Company, or directly or indirectly adjusted, split, combined, redeemed, reclassified, purchased or otherwise acquired any Interests or other equity interests of the Company; (4) amended its Constitutive Documents; (5) except for obligations in the ordinary and usual course of business consistent with past practice, sold, transferred, leased, mortgaged, encumbered, or otherwise disposed of any of its assets or properties (whether tangible or intangible), or permitted or allowed any of its assets or properties (whether tangible or intangible) to be subjected to any Lien, other than Permitted Liens and Liens that will be released at or prior to the Closing; (6) except in the ordinary and usual course of business consistent with past practice, discharged or otherwise obtained the release of any Lien or paid or otherwise discharged any liability, other than current liabilities reflected on the Financial Statements and current liabilities incurred in the ordinary courseand usual course of business consistent with past practice since the date of the most recent audited balance sheet contained in the Financial Statements; (7) merged with, and entered into a consolidation with or acquired an equity interest of 5% or more in any such obligation person or liability incurred acquired a substantial portion of the assets or business of any person or any division or line of business thereof, or otherwise acquired any assets other than in the ordinary and usual course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insuranceof business consistent with past practice; (ii) Discharged 8) issued, sold or satisfied any lien or encumbranceotherwise permitted to become outstanding, or paid authorized the creation of, any additional Interests or satisfied other equity interests of the Company or any obligations other Right in respect thereof, or liability any notes, bonds or other securities of the Company; (absolute, accrued, contingent or otherwise9) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary and usual course of business that would not have consistent with past practice, in accordance with Applicable Law and accounting requirements, and on an arm’s-length basis, entered into any agreement, arrangement, understanding or transaction with any of its managers, officers or employees, with any Member, or with any relative, beneficiary or spouse living with such person or with any Affiliate of any of the foregoing (collectively, a Material Adverse Effect“Company Related Person”); (iii10) Increased made or established adopted any reserve change in accounting principles, practices or accrual for taxes or other liability on its books or otherwise provided thereformethods from those currently employed, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under by United States generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writingby Applicable Law; (iv11) Mortgagedmade any material tax elections, pledged settled or subjected compromised any material claim for Taxes, amended any tax elections currently in effect, filed any amended material Tax Return, surrendered any right to claim a material Tax refund or consented to any lienextension or waiver of the statute of limitations period applicable to any material Tax claim or assessment, charge changed or consented to any change in its method of accounting for tax purposes, or entered into or agree to any private letter ruling, closing agreement or similar ruling or agreement with the IRS or any other encumbrance taxing authority or settle any of its assets, tangible audit or intangibleproceeding with respect to Taxes owed by the Company; (v12) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except other than in the ordinary and usual course of business and which would not have a Material Adverse Effectconsistent with past practice; (A) incurred any indebtedness for borrowed money; or (B) entered into any hedging, derivative or similar transactions; (vi13) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business; (vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices; (viii) Authorized made any capital expenditure or commitment for real estate or leasehold improvements, machinery, equipment or molds any capital expenditure in excess of $10,000.00 50,000 in a single payment or $100,000 in the aggregate; (ix14) Except for this Agreementincreased the salary, wage, bonus or other compensation payable, or to become payable by it, to its managers, officers, employees or consultants, or increased benefits or payments provided under, or terminated, established, adopted, entered into, made any new grants or awards under, or amended or otherwise modified, any Benefit Plans, except in each case increases occurring in the ordinary and usual course of business consistent with past practice (including normal periodic performance reviews and related compensation and benefit increases), or as required by any pre-existing written Contract to which the Company is a party, or granted any severance or termination pay to, or entered into or amended any material employment, consulting, retention or severance agreement with, any person, other than termination pay paid in the ordinary and usual course of business consistent with past practice to officers or employees; (15) conducted any transaction with any Affiliate or other Company Related Person on terms and conditions that are not at least substantially the same or more favorable to the Company, as applicable, as comparable transactions with a person that is not an Affiliate of the Company, as applicable, or that would be offered to such a person for such a comparable transaction; (x16) Issued any stocksaccelerated, bondsamended, canceled, modified, terminated, consented to the termination of, or other corporate securitiesallowed to expire, any material Contract or license, or made any declaration or payment of any dividend of the Company’s rights thereunder; (17) canceled or waived any distribution claims or rights with a value to the Company in respect excess of its capital stock$10,000; or (B) settled or compromised any Litigation; (18) terminated, canceled, amended or allowed to expire any insurance coverage currently maintained that is not replaced by a like amount of insurance coverage; or (xi19) Experienced damage, destruction agreed or loss (whether or not covered by insurance) that would individually or committed to take any of the actions specified in the aggregate have a Material Adverse Effect or experienced any other material adverse change or changes individually or in the aggregate that would have a Material Adverse Effectthis Section 4.03(t).