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

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the Disclosure Schedule or except as permitted by this Agreement, since June 30, 2001, the Business has not (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) above.

Absence of Certain Changes or Events. Except Since June 30, 2007 through the date of this Agreement, except as set forth in Section 4.6 on Schedule 3.4 of the Company Disclosure Schedule or except as permitted by this AgreementSchedule, since June 30, 2001, the Business no Seller Party has not and KNE has not: (a) suffered sold, assigned, transferred or licensed, or granted any damagecovenant not to xxx based on, destruction any patents, trademarks, trade names, copyrights, trade secrets or casualty loss adversely affecting the Assets or other intangible assets, in each case used in connection with the Business; ; (b) incurred sold, assigned, leased, licensed, transferred or discharged otherwise disposed of any obligation of its properties or liability assets used in the Business, except Inventory sold or entered into any other transaction except transferred in the ordinary course of business; business consistent with past practice and obsolete or worn out equipment sold or otherwise disposed of in a manner consistent with past practice which was not otherwise material (individually or in the aggregate) to the Business; (c) acquired any business or Person (whether by acquisition of stock or assets, merger or otherwise); (d) suffered any change in its business, financial condition damage to or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees destruction or other third parties which casualty of (whether or not covered by insurance) any asset individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect material to agreements for which the Buyer or operation of the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; Business; (e) incurred failed to pay any indebtedness for borrowed money creditor any amount arising from the operation of the Business owed to such creditor when due, other than good faith disputes and trade payables arising in the ordinary course of business and not past due more than sixty (60) days; (f) defaulted on any material obligation related to the conduct or operation of the Business without curing such default; (g) granted any allowances or discounts with respect to the Business outside the ordinary course of business consistent with past practice or sold Inventory materially in excess of reasonably anticipated consumption for the near term outside the ordinary course of business consistent with past practice; ; (fh) forgiven amended, cancelled or canceled terminated, or received any indebtedness owing notice of termination of, any Assumed Contract or KNE Contract or Permit that is an Acquired Asset or entered into any Material Contract or obtained any Permit related to it the Business; (i) accelerated, terminated, modified, or waived cancelled any claims agreement, contract, lease or rights license necessary for or arising exclusively from the Business and involving more than $25,000; (j) delayed or postponed the payment of material value; (g) soldaccounts payable or other liabilities primarily relating to or arising exclusively from the Business, leased, licensed or otherwise disposed changed the practices of any Seller Party with respect to the manner and timing of its assets other payment of accounts payable or the collection of accounts receivable; (k) materially changed the practices of any Seller Party or KNE with respect to the procurement of supplies for use in the products of the Business; (l) canceled, compromised, waived, or released any right or claim (or series of related rights and claims) relating exclusively to the Business and involving more than sales $25,000 individually or in the aggregate; (m) paid, discharged, or satisfied any claims, liabilities, or obligations (absolute, accrued, asserted or unasserted, contingent, or otherwise) exclusively arising from the Business which were outside of inventory the ordinary course of business; (n) made or suffered any material change in the conduct or nature of any aspect of the Business, whether made in the ordinary course of business the Business or not or whether or not the change had a material adverse effect on the properties, business, financial condition or results of operations; (o) failed to carry on the Business in the ordinary course and consistent with past practice so as to preserve the Acquired Assets and the Business and the goodwill of the suppliers, customers, distributors and others having business relations with the Business; (p) made or dispositions of assets not changed any election with respect to Taxes, adopted or changed any accounting method with respect to Taxes, amended any material Tax Return relating to the Business; (h) created Acquired Assets, entered into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or assumed any mortgageclosing agreement, lien, security interest settled or other encumbrance compromised on any claim, notice, audit report or assessment with respect to Taxes, or consented to any extension or waiver of the Assetslimitation period applicable to any claim or assessment with respect to Taxes, in each case to the extent of Taxes related to KNE; (q) without limitation by the enumeration of the foregoing, entered into any transaction other than in the usual and ordinary course of the Business as conducted by the Seller Parties and KNE; or (r) entered into any agreement or commitment, whether in writing or otherwise, to do any of foregoing. During such period, except as set forth on Schedule 3.4 of the Company Disclosure Schedule, KNE has not: (s) declared or paid any dividend, made any other payments or distributions (except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except payments in the ordinary course of Business under arm’s length service or supply agreements) or granted any loans to the Seller Parties; (t) hired or promoted any employees or changed the compensation or benefits of any employee; (u) made any lay-offs or other restructuring affecting its business; employees; (v) ceased or deferred any capital expenditure in a manner that would be inconsistent with past practice; (jw) committed pursuant to a legally binding changed its accounting methods and policies; (x) and has not entered into any agreement or commitment, whether in writing or otherwise, to do any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 Since December 31, 2004, there have been no events or conditions of any character (whether actual or threat-ened) pertain-ing to the Disclosure Schedule financial condition, businesses, prospects or except as permitted by this Agreement, since June 30, 2001, the Business has not (a) suffered any damage, destruction or casualty loss adversely affecting the Assets assets of First Security or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; (c) suffered any change in its businessFirst Security Subsidiaries, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually separately or in the aggregate aggregate, that have had, or would have reasonably be expected to have, a Material Adverse Effect; . Since December 31, 2004, neither First Security nor any of the First Security Subsidiaries has: (da) other than with respect to agreements for which the Buyer borrowed any money, incurred any liability or the Parent will have no liability after Closingobli-gation, increased the rate or terms of compensation lent any money or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering pledged any of its directors, officers or key employees; (e) incurred credit in connec-tion with any indebtedness for borrowed money aspect of any of its business other than in the ordinary course of business and consistent with past practice; ; (fb) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed mortgaged or otherwise disposed of subjected to any liens, encum-brances or other liabilities any of its assets or business, other than sales of inventory in the ordinary course of business and consistent with past practice practice; (c) sold, assigned or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on transferred any of the Assets, except for Permitted Liens; (i) entered into, amended its assets or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except business other than in the ordinary course of business consistent with past practice; (d) suffered any damage, destruction or loss, whether or not covered by insurance that has had, or would reasonably be expected to have, a Material Adverse Effect; (e) made or suffered any amendments, terminations of or defaults under any material contract, agreement, license or other instru-ment; (f) received notice or had knowledge that any of its credit or deposit customers has terminated or intends to terminate its relationship, a termination which either singly or in the aggregate that has had, or would reasonably be expected to have, a Material Adverse Effect; (g) received any notice from a regulatory authority asserting or threatening to assert that any of them is in violation of any statute, law, regulation or order applicable to the business or assets of any of them, which violation has had, or would reasonably be expected to have, a Material Adverse Effect, if any; (h) failed to operate its business in the ordinary course so as to preserve the business organization intact, and to preserve the goodwill of its customers and others with whom it has business relations; (i) incurred any extraordinary losses or, except in accordance with customary banking or mortgage servicing practices, waived any material rights in connection with any aspect of its business; , whether or not in the ordinary course of business; (j) committed pursuant canceled any debts owed to any of them or any material claims, in each case, in excess of $25,000 or paid any noncurrent, material obliga-tions or liabilities; (k) made any capital expenditure or capital additions or betterments, including any such expenditure, addition or betterment effected through a legally binding agreement capital lease, exceeding $50,000; (l) other than the Stock Option Plan allocations made in the ordinary course, paid or agreed to pay, conditionally or otherwise, any bonus, extra compensation, pension or severance pay to any of its present or former (i) directors, (ii) officers, or (iii) em-ployees who are being compensated on an annual basis at a rate exceeding $30,000 per year; or increased by an amount in excess of three percent (3%) any of their compensation (including sxxx-xxxx, fees, bonuses, profit sharing, incentive, pension, retire-ment or other similar payments); (m) renewed, amended, become bound by or entered into any material agreement, contract, commitment or transaction other than extensions of credit made in the ordinary course of business consistent with past practice; (n) changed any accounting practice followed or employed in preparing the Financial Statements other than on account of any change in GAAP; (o) made any loans, extended any credit, given any discounts or entered into any financing leases which have not been (i) made for good, valu-able and adequate consideration in the ordinary course of busi-ness consistent with past practice, (ii) evidenced by notes or other forms of indebtedness which are true, genuine and what they purport to be, and (iii) adequately reserved against in an aggregate amount sufficient in the opinion of management to provide for all charge-offs reasonably anticipated in the ordinary course of business in accordance with GAAP; or (p) entered into any agreement, contract or commitment applicable as of the date hereof to do any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the Disclosure Schedule or except as permitted by this Agreement, since June Since September 30, 20012002, (A) the Business has Company and its Subsidiaries have not incurred any material liability or obligation (a) suffered any damageindirect, destruction direct or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability contingent), or entered into any material oral or written agreement or other transaction transaction, that is not in the ordinary course of business or that would result in a Material Adverse Effect on the Company other than this Agreement and the transactions contemplated hereby, (B) the Company and its Subsidiaries have not sustained any loss or interference with their business or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance) that has had a Material Adverse Effect on the Company, (C) there has been no change in the rights, preferences and privileges of the capital stock of the Company and no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock, (D) there has not been (v) any adoption of a new Company Plan (as hereinafter defined), (w) any amendment to a Company Plan materially increasing benefits thereunder, (x) any granting by the Company to any executive officer or other key employee of the Company or any of its Subsidiaries of any increase in compensation not approved in writing by Acquiror, except in the ordinary course of business; business consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents, (cy) suffered any granting by the Company or any of its Subsidiaries to any such executive officer or other key employee of any increase in severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents or except as approved by Acquiror in writing or (z) any entry by the Company or any of its Subsidiaries into any employment, severance or termination agreement with any such executive officer or other key employee except as approved by Acquiror in writing, (E) there has not been any material change in the amount or terms of the indebtedness of the Company and its businessSubsidiaries from that described in the Company Quarterly Report for the quarter ended September 30, financial condition or in its relationship with its suppliers2002 and (F) there has been no event causing a Material Adverse Effect on the Company, customersnor any development that would, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have aggregate, result in a Material Adverse Effect; (d) other than with respect to agreements for which Effect on the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) aboveCompany.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of From December 31, 2003 to the Disclosure Schedule or date hereof, except as permitted disclosed in Schedule 3.26 or in the Financial Statements, or as otherwise expressly consented to in writing by Purchaser, Executive's and its Subsidiaries' Business have been operated only in the ordinary course of business (except as expressly contemplated by this Agreement), since June 30, 2001, the Business and there has not been any: (a) suffered any damageChange in the financial condition, destruction assets, liabilities, prospects, or casualty loss adversely affecting the Assets net worth of Executive or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction its Subsidiaries, except changes in the ordinary course of business; (c) suffered any change in its business, financial condition or in its relationship with its suppliersnone of which, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; has been or is reasonably likely to be materially adverse to Executive or its Subsidiaries; (db) other than with respect to agreements for which the Buyer Sale, assignment or the Parent will have no liability after Closingtransfer, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; , of any assets of Executive or any of its Subsidiaries; (c) Acquisition by merger, consolidation with, purchase of substantially all of the assets or capital stock of, or any other acquisition of any material assets or business of, any corporation, partnership, association or other business organization or division thereof; (d) Change in accounting methods or practices by Executive or any of its Subsidiaries, except as required by GAAP; (e) Entry into, or termination, amendment or modification of, any material contract, agreement, commitment, transaction, license, permit or other instrument (including, without limitation, any borrowing, capital expenditure, capital contribution or capital financing). (f) forgiven Increase in salary, bonuses or canceled other compensation payable or to become payable to, or any indebtedness owing advance or loan to it any officer or waived employee of Executive or its Subsidiaries, except in the ordinary course of business, consistent with past practice, and neither Executive nor its Subsidiaries have (i) entered into any claims Benefit Plan or rights of material value; Benefit Agreement, employment, severance, or other agreements relating to compensation or fringe benefits or (ii) adopted or changed any existing Benefit Plan or Benefit Arrangement; (g) soldCasualty involving material assets of Executive's or any of its Subsidiaries' Business, leasednot covered by insurance, licensed in excess of $15,000; (h) Strike, walkout, labor trouble or otherwise disposed any other new or continued event, development or condition of any character which has or could materially adversely affect the Business, properties, assets of Executive or its Subsidiaries; (i) Declaration, setting aside or payment of a dividend or other distribution in respect of any of the capital stock of Executive or its assets Subsidiaries, or any direct or indirect redemption, purchase or other acquisition of any capital stock of Executive or its Subsidiaries or any rights to purchase such capital stock or securities convertible into or exchangeable for such capital stock; (j) Cancellation or waiver of any right material to the operation of Executive's or its Subsidiaries' Business or any cancellation or waiver of any debts or claims of substantial value or any cancellation or waiver of any debts or claims against any officer, director or employee of Executive or its Subsidiaries; (k) Payment, discharge or satisfaction of any liability or obligation (whether accrued, absolute, contingent or otherwise) by Executive or any of its Subsidiaries, other than sales the payment, discharge or satisfaction, in the ordinary course of inventory business, of liabilities or obligations shown or reflected on the Financial Statements or incurred in the ordinary course of business and since the Interim Balance Sheet Date; (l) Adverse change, or, to the Knowledge of the Shareholders, threat of any adverse change, in Executive's or any of its Subsidiaries' relations with, or any loss, or, to the Knowledge of the Shareholders, threat of loss of, Executive's or any of its Subsidiaries' landlords, suppliers, clients or customers, including any party to the FBO Leases or any Governmental Entity, which, individually or in the aggregate, has been or will be materially adverse to Executive or any of its Subsidiaries as a whole; (m) Write-offs as uncollectible of any notes or accounts receivable of Executive or its Subsidiaries or write-downs of the value of any asset or inventory by Executive other than in immaterial amounts or in the ordinary course of business consistent with past practice and at a rate no greater than the during the six months ended on the Interim Balance Sheet Date; (n) Creation, incurrence, assumption or dispositions guarantee by Executive or its Subsidiaries of assets not material any obligations or liabilities (whether absolute, accrued, contingent or otherwise and whether due or to the Business; (h) created or assumed any mortgagebecome due), lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of business, or any creation, incurrence, assumption or guarantee by Executive or its business; Subsidiaries of any indebtedness for borrowed money; (o) Disposition of or failure to keep in effect any rights in, or for the use of any patent, trademark, service xxxx, trade name or copyright, or any disclosure to any person not an employee or other disposal of any trade secret, process or know-how; (p) Transaction, agreement or event (i) outside the ordinary course of business for Executive's or any of its Subsidiaries' Business, or (jii) committed pursuant to inconsistent with past practice and which could have a legally binding agreement material adverse affect on Executive, any of its Subsidiaries or the Business; or (q) Agreement by Executive to do any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing.

Absence of Certain Changes or Events. Except as set forth for liabilities incurred in Section 4.6 of connection with this Agreement, the Disclosure Schedule Option Agreements or the transactions contemplated hereby and thereby, and except as permitted by this AgreementSection 4.1(a), since June 30April 27, 20011996, RSI and its subsidiaries have conducted their busi- ness only in the Business ordinary course consistent with past practice or as disclosed in any RSI SEC Document filed since such date and prior to the date hereof, and there has not been (ai) suffered any damagematerial adverse change (as defined in Section 8.3) in RSI, destruction (ii) any declaration, setting aside or casualty loss adversely affecting the Assets payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of RSI's capital stock, (iii) any split, combi- nation or reclassification of any of RSI's capital stock or any issuance or the Business; (b) incurred or discharged authorization of any obligation or liability or entered into issuance of any other transaction se- curities in respect of, in lieu of or in substitution for shares of RSI's capital stock, except for issuances of RSI Com- mon Stock upon exercise or conversion of RSI Employee Stock Options, in each case awarded prior to the date hereof in ac- cordance with their present terms or issued pursuant to Section 4.1(a), (iv)(A) any granting by RSI or any of its subsidiaries to any current or former director, executive officer or other key employee of RSI or its subsidiaries of any increase in com- pensation, bonus or other benefits, except for normal increases as a result of promotions, normal increases of base pay in the ordinary course of business; business or as was required under any em- ployment agreements in effect as of April 27, 1996 or disclosed in Section 3.1(i) of the RSI Disclosure Schedule, (cB) suffered any granting by RSI or any of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay, or (C) any entry by RSI or any of its subsidiaries into, or any amendment of, any employment, deferred compensation, consulting, severance, ter- mination or indemnification agreement with any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed in RSI SEC Documents filed and publicly available prior to the date of this Agreement (as amended to the date hereof, the "RSI Filed SEC Documents") or required by a change in GAAP, any change in accounting methods, principles or practices by RSI materially affecting its assets, liabilities or business, financial condition or (vi) except insofar as may have been disclosed in its relationship with its suppliersthe RSI Filed SEC Documents, customers, distributors, lessors, licensors, licensees or other third parties which any tax election that individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer material adverse effect on RSI or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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 tax attributes or key employees; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven settlement or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed compromise of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice material income tax liability, or dispositions of assets not material to the Business; (hvii) created any action taken by RSI or assumed any mortgage, lien, security interest or other encumbrance on any of the AssetsRSI subsidiaries during the period from April 28, except for Permitted Liens; (i) entered into1996 through the date of this Agreement that, amended or terminated any Material Contractif taken during the period from the date of this Agree- ment through the Effective Time, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course would constitute a breach of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) aboveSection 4.1(a).

Absence of Certain Changes or Events. Except Since December 31, 1998, ------------------------------------ the Company and its Subsidiaries have conducted their businesses only in the ordinary course of business and in a manner consistent with past practice (except in connection with the negotiation, execution and delivery of this Agreement) and there has not been: (1) any event, occurrence or development of a state of circumstances or facts which has had a material adverse effect except as set forth in Section 4.6 3.01(i)(1) of the Disclosure Schedule Schedule; (2) any declaration, setting aside or except as permitted by this Agreement, since June 30, 2001, the Business has not (a) suffered payment of any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees dividend or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than distribution with respect to agreements for which any shares of Company Capital Stock, or any repurchase, redemption or other acquisition by the Buyer Company or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms any Subsidiary of any bonus, pension outstanding shares of capital stock or other employee benefit plan covering securities of, or other ownership interests in, the Company or any Subsidiary; (3) any amendment of its directorsany material term of any outstanding security of the Company or any Subsidiary; (4) any incurrence, officers assumption or key employees; (e) incurred guarantee by the Company or any Subsidiary of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practice; , but in any event not in excess of $1,000,000 individually or $5,000,000 in the aggregate; (f5) forgiven any creation or canceled assumption by the Company or any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed Subsidiary of any of its assets Lien on any material asset other than sales of inventory in the ordinary course of business and consistent with past practice practices, but in any event not securing any obligation in excess of $5,000,000; (6) any making of any loan, advance or dispositions of assets not material capital contributions to the Business; (h) created or assumed investment in any mortgageperson other than loans, lien, security interest advances or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended capital contributions to or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except investments in wholly-owned Subsidiaries made in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things business consistent with past practice except as set forth in clause Section 3.01(i)(6) of the Disclosure Schedule; (b7) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of the Company or any Subsidiary which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect; (8) except as set forth in Section 3.01(i)(8) of the Disclosure Schedule, any transaction or commitment made, or any contract or agreement entered into, by the Company or any Subsidiary relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company or any Subsidiary of any contract or other right, in either case, material to the Company and clauses its Subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by this Agreement; (d9) through any change in any method of accounting or accounting practice by the Company or any Subsidiary, except for any such change required by reason of a concurrent change in GAAP; (10) except as set forth in Section 3.01(i)(10) of the Disclosure Schedule, any (i) abovegrant of any severance or termination pay to any director, officer or employee of the Company or any Subsidiary, (ii) entering into of any employment, deferred compensation or similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary, other than, with respect to employees other than executive officers only, in the ordinary course of business consistent with past practice, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Subsidiary, other than, with respect to employees other than executive officers only, in the ordinary course of business consistent with past practice, in each case except as set forth in Section 3.01(i)(10) of the Disclosure Schedule; (11) any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any Subsidiary, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees; or (12) any cancellation of any licenses, sublicenses, franchises, permits or agreements to which the Company or any Subsidiary is a party, or any notification to the Company or any Subsidiary that any party to any such arrangements intends to cancel or not to renew such arrangements beyond its expiration date as in effect on the date hereof, which cancellation or notification, individually or in the aggregate, has had or reasonably could be expected to have a material adverse effect.

Absence of Certain Changes or Events. Except as permitted or required by this Agreement or as set forth in Section 4.6 of the Disclosure Schedule 3.24 or except as permitted by this Agreementelsewhere herein, since June 30December 31, 20011999, the Business business of EVRM has been conducted in the ordinary course consistent with past practices and there has not been any material transaction or occurrence in which EVRM has: (a) suffered incurred any damageindebtedness, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability (contingent or entered into any other transaction otherwise), except normal trade or business obligations incurred in the ordinary course of its business; , none of which was entered into for inadequate consideration and none of which exceeds $10,000.00 in amount; (b) discharged or satisfied any claim, security interest, lien or encumbrance or paid any indebtedness, obligation or liability (contingent or otherwise), except (i) current liabilities, (ii) scheduled payments pursuant to obligations under contracts, agreements or leases listed in this Agreement, or (iii) in the ordinary course of business consistent with past practice of liabilities reflected or reserved against in the EVRM Financial Statements or incurred since such date in the ordinary course of business consistent with past practice; (c) permitted, allowed or suffered any change in of its businessassets or properties to be subjected to any mortgage, financial condition or in its relationship with its supplierspledge, customerslien, distributorscharge, lessorsrestriction, licensors, licensees security interest or other third parties which individually or in the aggregate would have a Material Adverse Effect; encumbrance of any kind; (d) other than with respect sold, assigned, transferred, leased, disposed of, or agreed to agreements for which the Buyer sell, assign, transfer, lease, or the Parent will have no liability after Closingdispose of, increased the rate or terms of compensation or benefits payable to or to become payable by it 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 assets or key employees; properties; (e) acquired or leased any assets or property of any other Person; (f) canceled or compromised any debt or claim; (g) waived or released any rights or claims; (h) granted, or made any contract, agreement, promise or commitment to grant, or otherwise incurred any indebtedness obligation for borrowed money any increase in, any wage, salary or employee benefit, or entered into any employment contract, bonus, stock option, profit sharing, pension, incentive, retirement or other similar arrangement or plan with, any officer, employee or other Person, except in accordance with and in amounts not greater than provided for in written agreements between EVRM and employees of EVRM entered into prior to December 31, 1999 (copies of which shall be furnished to Catapult) and except for merit raises to hourly employees in the ordinary course of business consistent with past practice; (i) entered into any collective bargaining or labor agreement (oral or written), made any commitment or incurred any liability to any labor organization, or experienced any slowdown, work interruption, strike or work stoppage; (j) made any capital expenditure in excess of Ten Thousand ($10,000.00) Dollars or entered into any commitment therefor; (k) suffered any casualty loss or damage in excess of $5,000 in the aggregate, whether or not such loss or damage is or was covered by insurance; (l) changed the nature of its business or its method of accounting or accounting principle, practice or policy; (m) other than in the ordinary course of business, entered into any transaction, contract or commitment; (n) terminated or modified, or agreed to the termination or modification of, any Service Contract, Participation Agreement or any of the Commitments; (o) suffered a loss of any supplier or suppliers, which loss (individually or in the aggregate) has had, or may have, an adverse effect on its financial condition, results of operations, business and consistent or prospects; (p) suffered any material adverse change in its business, operations, condition (financial or otherwise), liabilities, assets, earnings, or prospects of the Business nor, to EVRM's knowledge, has there been any event which has had or may reasonably be expected to have a material adverse effect on the Business; (q) transferred or granted any rights with past practice; respect to, or disposed of or permitted to lapse any right to the use of any software, patent, trademark, assumed name, service xxxx, trade name, copyright, license, or application therefor or disposed of or disclosed to any person not authorized to have such information any trade secret, proprietary information, formula, process, or know-how not previously a matter of public knowledge or existing in the public domain; (fr) forgiven incurred any long term indebtedness; (s) paid, loaned, distributed (by dividend or canceled otherwise), or advanced any indebtedness owing to it amounts to, sold, transferred, or waived leased any claims properties or rights of material value; assets (greal, personal or mixed, tangible or intangible) soldto, purchased, leased, licensed licensed, or otherwise disposed acquired any properties or assets from, or entered into any other agreement or arrangement with (i) any Shareholder, officer, employee, or director of EVRM, (ii) any corporation or partnership in which any Affiliate is an officer, director, or holder directly or indirectly of its assets five percent (5%) or more of the outstanding equity or debt securities, or (iii) any person controlling, controlled by, or under common control with any such partner, Shareholder, officer, director, or Affiliate except for compensation not exceeding the rate of compensation in effect at December 31, 1999, and for routine travel advances to officers and employees; (t) made or agreed to make any charitable contributions or incurred or agreed to incur any non-business expenses in excess of $1,000 in the aggregate; (u) taken any other than sales of inventory action neither in the ordinary course of business and consistent with past practice nor provided for in this Agreement; (v) increased (or dispositions experienced any change in the assumptions underlying or the methods of assets not material to the Business; (hcalculating) created or assumed any mortgagebad debt, liencontingency, security interest or other encumbrance on any of the Assetsreserve, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except other than in the ordinary course of its businessbusiness consistent with past practice; or (w) written down or written up the value of any inventory (j) committed pursuant to a legally binding agreement to do including write-downs by reason of shrinkage or markdowns), determined as collectible any Accounts Receivable or any portion thereof which were previously considered uncollectible, or written off as uncollectible any Accounts Receivable or any portion thereof, except for write-downs, write-ups, and write-offs in the ordinary course of the things set forth business consistent with past practice, none of which is material in clause (b) and clauses (d) through (i) aboveamount.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 ------------------------------------ 3.6 of the Disclosure Schedule or except as permitted by this AgreementCompany Schedules, since June 30, 2001the Balance Sheet Date and until the date hereof, the Business Company has conducted its businesses only in the ordinary course consistent with past practice, and there has not been (a) suffered any damageMaterial Adverse Effect with respect to the Company, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred any declaration, setting aside or discharged payment of any obligation dividend on, or liability other distribution (whether in cash, stock or entered into property) with respect to any of the Units, (c) any split, combination, reclassification or repurchase of any of the Units or any issuance or the authorization of any issuance of any other transaction securities in respect of, in lieu of or in substitution for Units, (d) (i) any granting by the Company to any officer of the Company of any increase in compensation, except in the ordinary course of business; business consistent with past practice or as required under employment agreements in effect as of the date hereof, (cii) suffered any change granting by the Company to any officer of the Company of any increase in its businessseverance or termination pay, financial condition except as was required under any employment, severance or termination agreement in its relationship effect as of the date hereof, or (iii) any entry by the Company into (A) any currently effective employment, severance, termination or indemnification agreement, or consulting agreement (other than in the ordinary course of business consistent with its supplierspast practice), customerswith any current or former officer, distributorsdirector, lessorsemployee or consultant or (B) any agreement with any current or former officer, licensorsdirector, licensees employee or other third parties consultant the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement, (e) any damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which Effect on the Buyer or the Parent will have no liability after ClosingCompany, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven any change in accounting methods, principles or canceled any indebtedness owing to it or waived any claims or rights of material value; practices by the Company, except insofar as may have been required by a change in GAAP (g) sold, leased, licensed any tax election that individually or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice aggregate would have a Material Adverse Effect on the Company or dispositions of assets not material to the Business; (h) created any material liabilities or assumed any mortgage, lien, security interest or other encumbrance on any obligations of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in Company which are not required under GAAP to be recorded on the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) aboveCompany's financial statements.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of Since the Disclosure Schedule or Audit Date, except as permitted expressly contemplated by this Agreement, since June 30, 2001, Parent and the Business Parent Subsidiaries have conducted their businesses only in the ordinary course consistent with past practice and there has not been any Parent Material Adverse Effect. In addition, since the Audit Date and through the date hereof, neither the Parent nor any Parent Subsidiary has: (a) suffered declared, set aside, made or paid any damagedividend or other distribution, destruction payable in cash, stock, property or casualty loss adversely affecting otherwise, with respect to any of its capital stock, except for dividends by any direct or indirect wholly owned Parent Subsidiary to the Assets Parent or the Business; any other wholly owned Parent Subsidiary; (b) incurred (i) acquired (including, without limitation, by merger, consolidation, or discharged any obligation acquisition of stock or liability assets or entered into any other transaction except in business combination) any corporation, partnership, other business organization or any division thereof or, outside the ordinary course of business, any significant amount of assets; (cii) suffered disposed of (including, without limitation, by sale of assets or stock or any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (dtransaction) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering any material portion of its directors, officers business or key employeesassets; or (eiii) incurred any indebtedness for borrowed money or issued any debt securities or assumed, guaranteed or endorsed, or otherwise become responsible for, the material obligations of any person other than any wholly owned Subsidiary, or made any material loans or advances, or granted any material security interest in any of its assets; (c) paid, discharged or satisfied any material claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses or (d) through (i) abovecommenced or settled any material Action.

Absence of Certain Changes or Events. Except Since the date of the Company Balance Sheet, except in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and except for those matters described in the Company’s SEC Documents filed or furnished following the date of the Company Balance Sheet, the business of the Company has been conducted in the Ordinary Course of Business and there has not been or occurred: (a) except as set forth in Section 4.6 3.06(a) of the Disclosure Schedule, any Material Adverse Effect or any event, condition, change or effect that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) except as set forth in Section 3.06(b) of the Disclosure Schedule or in the Company SEC Documents, any sale, lease, license or other disposition of any of the assets shown or reflected on the Company Balance Sheet (or any creation, assumption or incurrence of any Encumbrances upon such assets), except in the Ordinary Course of Business and except for any assets having an aggregate value of less than $100,000; (c) except as permitted by this Agreementset forth in Section 3.06(c) of the Disclosure Schedule, since June 30incurrence of any indebtedness for borrowed money in excess of an aggregate amount of $100,000; (d) except as set forth in Section 3.06(d) of the Disclosure Schedule, 2001any entry into an employment agreement (or any amendment or modification of an employment agreement) providing for compensation in excess of $100,000, the Business has not (a) suffered or any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered entry into any other transaction severance agreement or any labor, or union agreement or plan (or amendments of any such existing agreements or plan); (e) except as set forth in Section 3.06(e) of the Disclosure Schedule, any hiring or termination of the employment of any named executive officer of the Company; (f) except in the ordinary course of business; , any (ci) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or increase in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directorsany Employee, officers or key employees or increased the rate or terms (ii) modification of any bonusseverance policy applicable to any Employee resulting in any increase in the amount of severance payable to any such Employee (or expanding of the circumstances in which such severance is payable) or (iii) crediting of service in connection with any Benefit Plan to any Employee such that the total service credited to any such Employee exceeds the actual services of such Employee to the Company; (g) granting Employees and non-employee directors equity compensation awards under Benefit Plans greater than 2% of the total outstanding Shares in the aggregate; (h) except as set forth in Section 3.06(h) of the Disclosure Schedule, pension acquisition of the assets, except in the Ordinary Course of Business and except for any assets having an aggregate value of less than $100,000; (i) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (j) any liabilities required to be reflected in the Company Balance Sheet, disclosed in accordance with GAAP or disclosed in filings made with the SEC; (k) except as set forth in Section 3.06(k) of the Disclosure Schedule, any alteration in the Company’s method of accounting or change of its auditors; (l) any dividend or distribution of cash or other employee benefit plan covering property to the shareholders of the Company or purchase, redemption or any agreement to purchase or redeem any Shares or the declaration of its directorsany dividend or distribution of cash or other property; (m) issuance of any equity securities to any officer, officers director of Affiliate of the Company, except pursuant to the existing Company equity plans; (n) make or key employees; change any election with respect to Taxes, amend any Tax Return, or agree to settle any claim or assessment in respect of Taxes for an amount materially in excess of the amount accrued or reserved with respect thereto on the Company Balance Sheet; (eo) incurred any indebtedness for borrowed money (i) entering into any multi-year Contract other than any Contract that (1) was entered into in the Ordinary Course of Business and (2) does not involve future payments by the Company of greater than $100,000 during any twelve (12) month period, (ii) material amendment to any Contract other than any amendment that (1) was effected in the Ordinary Course of Business and (2) does not involve future payments by the Company of greater than $100,000 during any twelve (12) month period or (iii) any termination or waiver of any material right under any Contract other than in the ordinary course Ordinary Course of business and consistent with past practice; Business (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed excluding the expiration of any of Contract in accordance with its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Businessterms); or (hp) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth foregoing, or any action or omission that would result in clause (b) and clauses (d) through (i) aboveany of the foregoing.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the Disclosure Schedule or Since January 31, 2007, except as permitted by specifically contemplated by, or as disclosed in, this Agreement, since June 30, 2001Section 4.9 of the Company Disclosure Letter or the Company SEC Filings, the Business Company and each of its Subsidiaries has not conducted its operations only in the ordinary course of business consistent with past practice and: (a) suffered there has not been any damageMaterial Adverse Effect or an event or development that would, destruction individually or casualty loss adversely affecting in the Assets or the Business; aggregate, have a Material Adverse Effect; (b) incurred there has not been any material loss, damage or discharged destruction to, or any obligation material interruption in the use of, any of the assets or liability business of the Company (whether or not covered by insurance); (c) none of the Company or any of its Subsidiaries has: (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock; or (ii) repurchased, redeemed or otherwise reacquired any Equity Interests or other securities; (d) none of the Company or any of its Subsidiaries has sold, issued or granted, or authorized the issuance of, or amended the terms of: (i) any capital stock or other security (except for shares of Company Common Stock issued upon the valid exercise of outstanding Company Options and Company Warrants); (ii) any option, warrant or right to acquire any capital stock or any other security (except for Company Options identified in Section 4.9(d) of the Company Disclosure Letter); (iii) any instrument convertible into or exchangeable for any capital stock or other security or (iv) any Equity Interest; (e) the Company has not amended or waived any of its rights under, and has not approved the acceleration of vesting under any provision of: (i) any Company Option Plan; (ii) any Company Option or any Contract evidencing or relating to any Company Option; (iii) any restricted stock purchase agreement; or (iv) any other Contract evidencing or relating to any equity award (whether payable in cash or stock); (f) there has been no amendment to the Company Articles or the Company By-laws, and none of the Company or any of its Subsidiaries has effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, reorganization, stock split, reverse stock split, plan of complete or partial liquidation, dissolution, restructuring or similar transaction; (g) none of the Company or any of its Subsidiaries has formed any Subsidiary or acquired any Equity Interest or other interest in any other person; (h) none of the Company or any of its Subsidiaries has: (i) lent money to any person; (ii) incurred, assumed or guaranteed any indebtedness for borrowed money; (iii) issued or sold any debt securities or options, warrants, calls or other rights to acquire any debt securities; (iv) assumed or guaranteed any indebtedness or other obligations of any other person; or (v) made any capital expenditure or commitment in excess of $50,000; (i) none of the Company or any of its Subsidiaries has: (i) adopted, established or entered into any Company Benefit Plan; (ii) caused or permitted any Company Benefit Plan to be amended other than as required by Law; or (iii) paid any bonus or made any profit-sharing or similar payment to, or increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors or employees; (j) none of the Company or any of its Subsidiaries has changed any of its methods of accounting or accounting practices in any material respect; (k) none of the Company or any of its Subsidiaries has made any material Tax election, filed any material amendment to any Tax Return, entered into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any material Tax, surrendered any right to claim a material Tax refund, or consented to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (l) none of the Company or any of its Subsidiaries has commenced or settled any Legal Proceeding; (m) none of the Company or any of its Subsidiaries has entered into any material transaction outside the ordinary course of business; (n) none of the Company or any of its Subsidiaries has sold, leased or otherwise irrevocably disposed of any of its assets or properties, nor has any security interest or other Encumbrance been created in such assets or properties, except in the ordinary course of businessbusiness consistent with past practices; (o) there has been no amendment or early termination of any Company Material Contract; (p) there has been no (i) material change in pricing or royalties set or charged by the Company or any of its Subsidiaries to its customers or licensees, (ii) agreements by the Company or any of its Subsidiaries to change pricing or royalties set or charged by persons who have licensed Intellectual Property to the Company or any of its Subsidiaries, or (iii) as of the date of this Agreement, material change in pricing or royalties set or charged by persons who have licensed Intellectual Property to the Company or any of its Subsidiaries; and (q) none of the Company or any of its Subsidiaries has negotiated, agreed or committed to take any of the actions referred to in clauses (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; through (dp) above (other than with respect negotiations between the parties to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) aboveenter into this Agreement).

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the Disclosure Schedule or except as permitted specifically contemplated by this Agreement, since June September 30, 20012004, none of the Business Parent Companies has not done any of the following: (a) suffered Discharged or satisfied any damage, destruction Lien or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged paid any obligation or liability liability, absolute or entered into any other transaction except in the ordinary course of business; (c) suffered any change in its businesscontingent, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) current liabilities incurred any indebtedness for borrowed money other than and paid in the ordinary course of business and consistent with past practice; practices; (fb) forgiven Paid or canceled declared any indebtedness owing dividends or distributions, purchased, redeemed, acquired or retired any indebtedness, stock or other securities from its stockholders or other securityholders, made any loans or advances or guaranteed any loans or advances to it or waived any claims or rights of material value; Person (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory loans, advances or guaranties made in the ordinary course of business and consistent with past practice practices), or dispositions otherwise incurred or suffered to exist any liabilities (other than current liabilities incurred in the ordinary course of business and consistent with past practices); (c) Except for Permitted Encumbrances, suffered or permitted any Lien to arise or be granted or created against or upon any of its assets; (d) Canceled, waived or released any rights or claims against, or indebtedness owed by, third parties (including, without limitation, any standstill agreements); (e) Amended its certificate or articles of incorporation, bylaws or other organizational documents; (f) Made or permitted any amendment, supplement, modification or termination of, or any acceleration under, any Parent Material Agreement; (g) Sold, leased, transferred, assigned or otherwise disposed of (i) any Oil and Gas Interests of Parent that, individually or in the aggregate, had a value of $1,000,000 or more, or (ii) any other assets that, individually or in the aggregate, had a value at the time of such lease, transfer, assignment or disposition of $1,000,000 or more (and, in each case where a sale, lease, transfer, assignment or other disposition was made, it was made for fair consideration in the ordinary course of business); provided, however, that this Section 4.10(g) shall not material apply to the Business; sale of Hydrocarbons in the ordinary course of business; (h) created Made any investment in or assumed contribution, payment, advance or loan to any mortgagePerson (other than investments, liencontributions, security interest payments or advances, or commitments with respect thereto, less than $1,000,000 in the aggregate, made in the ordinary course of business and consistent with past practices); (i) Paid, loaned or advanced (other encumbrance on than the payment, advance or reimbursement of expenses in the ordinary course of business and consistent with past practices) any amounts to, or sold, transferred or leased any of its assets to, or entered into any other transaction with, any of its Affiliates other than the Parent Companies; (j) Made any material change in any of the Assets, except for Permitted Liens; accounting principles followed by it or the method of applying such principles; (ik) entered into, amended or terminated Entered into any Material Contract, Lease or Permit material transaction (each as hereinafter definedother than this Agreement) or any Assumed Liability except in the ordinary course of its business; business and consistent with past practices; (l) Increased benefits or benefit plan costs or changed bonus, insurance, pension, compensation or other benefit plan or arrangement or granted any bonus or increase in wages, salary or other compensation or made any other change in employment terms to (jor entered into severance or retention arrangements of any type with) committed any officer, director or employee of any of the Parent Companies (except in the ordinary course of business and consistent with past practices); (m) Issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $1,000,000 in the aggregate (other than pursuant to a legally binding agreement the Parent Bank Credit Agreement); (n) Delayed, postponed or accelerated the payment of accounts payable or other liabilities (except in the ordinary course of business and consistent with past practices); (o) Canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $1,000,000 in the aggregate (except in the ordinary course of business and consistent with past practices); (p) Issued, sold, or otherwise disposed of any of its capital stock or other equity interest or granted any option, warrant, or other right to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or other equity interest (or reduced the exercise or conversion price or extended the time for exercise or conversion, other than in accordance with mandatory contractual provisions, of any rights, options or warrants to acquire its capital stock or securities); (q) Made any loan to, or entered into any other transaction with, any of its directors, officers or employees (except in the ordinary course of business and consistent with past practices and not involving more than $100,000 in the aggregate); (r) Made or pledged to make any charitable or other capital contribution outside the ordinary course of business and consistent with past practices; (s) Made or committed to make capital expenditures in excess of $150,000,000 in the aggregate; (t) Made or changed any material Tax election or settled or compromised any material income Tax liability; (u) Entered into, modified or amended any Derivative Transaction; (v) Otherwise been involved in any other material occurrence, event, incident, action, failure to act, or transaction involving any of the Parent Companies (except in the ordinary course of business and consistent with past practices); (w) Entered into any transaction with an Affiliate (except in the ordinary course of business and consistent with past practices); (x) Agreed, whether in writing or otherwise, to do any of the things set forth in clause foregoing; or (by) and clauses (d) through (i) aboveSuffered any Material Adverse Effect.

Absence of Certain Changes or Events. Except as set forth Since June 30, 2004, there has not been any event, circumstance, change, development or effect that, individually or in Section 4.6 of the Disclosure Schedule aggregate, has had or would reasonably be expected to have, a Company Material Adverse Effect. Since June 30, 2004 and prior to the date hereof, except as permitted expressly contemplated by this Agreement, since June 30, 2001, the Business has not (a) the Company and the Subsidiaries have conducted their businesses only in the ordinary course of business and in a manner consistent with past practice, and (b) neither the Company nor any Subsidiary has: (i) amended or otherwise changed its Certificate of Incorporation or Bylaws; (ii) declared, set aside, made or paid any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for dividends by any direct or indirect wholly owned Subsidiary to the Company or any other Subsidiary; (iii) reclassified, combined, split, subdivided or redeemed, or purchased or otherwise acquired, directly or indirectly, any of its capital stock; (iv) increased the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for increases in the ordinary course of business and in a manner consistent with past practice, or granted any severance or termination pay to, or entered into any employment, bonus, change of control or severance agreement with, any director or officer or, except in the ordinary course of business in a manner consistent with past practice, any other employee of the Company or of any Subsidiary; (v) suffered any damage, destruction or casualty loss adversely affecting the Assets (whether or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; (c) suffered any change in its businessnot covered by insurance), financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practicebusiness, that has had a Company Material Adverse Effect; (vi) made any change in financial or Tax accounting methods or practices materially affecting its assets, liabilities or business, except insofar as may have been required by a change in GAAP; (vii) made any acquisition or disposition of any real property; (viii) made any material tax election or settled or compromised any material United States federal, state or local income tax liability; or (fix) forgiven announced an intention, entered into any formal or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed informal agreement or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgagemade a commitment, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 Since the date of the Disclosure Schedule or except as permitted by this Agreementmost recent SEC Report, Inovio has conducted its business in the ordinary course consistent with past practice and, since June 30such date, 2001, the Business there has not been: (a) suffered any Material Adverse Effect on Inovio or any of its Subsidiaries; (b) any resignation by or termination by Inovio or any of its Subsidiaries of any executive officer or director; (c) any written notice of any actual or threatened termination by any material customer, supplier, partner, licensor, licensee or other third party having business relations with Inovio or any of its Subsidiaries; (d) any damage, destruction or casualty loss (whether or not covered by insurance) materially and adversely affecting any of the material assets, or any material portion of the assets, of Inovio or any of its Subsidiaries or materially and adversely affecting the Assets business of Inovio or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; Subsidiaries (e) incurred any indebtedness for borrowed money commencement of Legal Proceedings against Inovio or any of its Subsidiaries, and no Person has notified Inovio or any of its Subsidiaries in writing that it, and there is no reason to reasonably believe that any Person, intends to commence a Legal Proceeding; (f) any material increase in the compensation payable to any Inovio officer or director (other than increases in each case in connection with general performance reviews and annual salary increases in each case in the ordinary course of business and consistent with past practice; practices, or pursuant to existing contractual commitments), including the making of any loan to such person (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights other than advancement of material value; routine travel, entertainment and other business expenses); (g) soldany transaction of the type described in Item 404(a) of Regulation S-K of the rules and regulations of the SEC; (h) any sale, leasedlease, licensed license, assignment or otherwise disposed exclusive license of any properties or assets, tangible or intangible (including, without limitation, Intellectual Property), or any encumbrance (excluding Permitted Liens) of any properties or assets, tangible or intangible (including, without limitation, Intellectual Property), other than sales or licenses in the ordinary course of Inovio's business or the business of any of its assets Subsidiaries and other than sales with respect to tangible assets transactions involving less than $500,000 in any one case or $1,000,000 in the aggregate (i) any material change by Inovio or any of its Subsidiaries in its accounting methods, principles or practices, except as required by concurrent changes in US GAAP; (j) any material revaluation by Inovio or any of its Subsidiaries of any of its assets, including writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business; (k) any establishment, termination or amendment of any Inovio Employee Plan; (l) any material increase of severance or termination pay to any employee of Inovio or any Subsidiary of Inovio; (m) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock, equity securities or property) in respect of, any of Inovio Capital Stock or any capital stock of its Subsidiaries; (n) any purchase, redemption or other acquisition by Inovio or any of its Subsidiaries of any of Inovio Capital Stock or any other securities of Inovio or its Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from Inovio Employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements; (o) any issuance or reservation for issuance by Inovio of, or commitment of it to issue or reserve for issuance, or the pledge or other encumbrance (excluding Permitted Liens) by it of, any shares of capital stock or other securities or obligations or securities convertible into or exchangeable for shares of capital stock or other securities, or issuance, sale or authorization by it of any subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into capital stock, other than (i) the issuance, delivery and/or sale of shares of Inovio Common Stock pursuant to the exercise of Inovio Options, (ii) the granting of options to purchase Inovio Common Stock in the ordinary course of business under the Inovio Incentive Plans, and consistent with past practice (iii) issuances upon exercise of Inovio Warrants or dispositions other rights disclosed pursuant to Section 3.2; (p) any split, combination or reclassification of assets not any of Inovio Capital Stock or the capital stock of any of its Subsidiaries' or issuance or authorization of issuance of any other securities in respect of, in lieu of or in substitution for any Inovio Capital Stock or the capital stock of any of its Subsidiaries; (q) any amendment of the Certificate of Incorporation or By-Laws of Inovio; (r) any capital expenditure or execution of any lease by Inovio involving remaining payments or obligations in excess of $500,000 individually or $1,000,000 in the aggregate; (s) any cancellation by Inovio nor any of its Subsidiaries of any indebtedness or waiver of any rights material to the Business; (h) created or assumed any mortgageInovio, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of business; (t) any indebtedness incurred or guaranteed by Inovio or any of its Subsidiaries for borrowed money or any commitment to borrow money entered into by Inovio or any of its Subsidiaries in excess of $500,000, or any loans made or agreed to be made by Inovio or any of its Subsidiaries, other than reasonable travel and entertainment expense advances and trade accounts receivable in the ordinary course of business; (u) any commencement of Legal Proceedings by Inovio or any of its Subsidiaries; (v) any acquisition or disposition of any equity interest in any other Person; or (w) any agreement by Inovio or (j) committed pursuant to a legally binding agreement any of its Subsidiaries to do any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing.

Absence of Certain Changes or Events. Except as set forth in the Company Filed Documents or Section 4.6 2.9 of the Company Disclosure Schedule or except as permitted by this AgreementLetter, since June September 30, 20011998, the Business has not (a) suffered any damage, destruction or casualty loss adversely affecting Company and the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except Company Subsidiaries have conducted their businesses only in the ordinary course of business; and in a manner consistent with past practice and, since such date, there has not been: (ci) suffered any change in its businessevent that, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would aggregate, has had or is reasonably likely in the future to have a Company Material Adverse Effect; , (dii) other than with respect to agreements any declaration, payment or setting aside for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms payment of any bonus, pension dividend or other employee benefit plan covering distribution or any redemption or other acquisition of any shares of capital stock or securities of the Company by the Company, (iii) any material damage or loss to any material asset or property, whether or not covered by insurance, (iv) any change by the Company in accounting principles or practices, (v) any revaluation by the Company of any material amount of its directorsassets, officers including but not limited to, writing down the value of inventory or key employees; (e) incurred any indebtedness for borrowed money writing off notes or accounts receivable other than in the ordinary course of business business, (vi) any entry by the Company or any Company Subsidiaries into any commitment or transactions material to the Company and consistent with past practice; the Company Subsidiaries taken as a whole (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory commitments or transactions entered into in the ordinary course of business and consistent with past practice business), or dispositions (vii) any increase in or establishment of assets not material to any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including without limitation the Business; (h) created granting of stock options, stock appreciation rights, performance awards, or assumed any mortgagerestricted stock awards), lien, security interest stock purchase or other encumbrance on employee benefit plan or agreement or arrangement, or any other increase in the compensation payable or to become payable to any present or former directors or officers, or any employment, consulting or severance agreement or arrangement entered into with any such present or former directors, officers or employees of the Company or any of the AssetsCompany Subsidiaries. Since October 1, except for Permitted Liens; (i) entered into1998, amended neither the Company nor any Company Subsidiary has taken, or terminated failed to take, any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in action that would have constituted a breach of Section 4.1 hereof had the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) abovecovenants therein applied since that date.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the Disclosure Schedule or except as permitted by this Agreement, since Since June 30, 20012018, (i) there has not been a Material Adverse Change and (ii) the Business of the Hospital has not only been conducted in the Ordinary Course of Business and, without limitation, neither the City nor the Hospital has taken the following actions with respect to the Business: (a) created or suffered to exist any damageEncumbrances with respect to any of the Acquired Assets, destruction or casualty loss adversely affecting the Assets or the Business; except for Permitted Encumbrances; (b) incurred sold, leased to others, licensed to others, disposed of or discharged otherwise transferred any obligation of the material assets or liability properties of the Business, except for (i) use or entered into any other transaction except sale of inventory in the ordinary course Ordinary Course of business; Business, (ii) sales of old or obsolete equipment that has been replaced with equipment that is functionally equivalent, and (iii) sales of other obsolete equipment; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (di) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation (including termination and severance pay), commission, bonus or benefits other direct or indirect remuneration (or the rate thereof) payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the AssetsHospital’s employees, officers, directors or persons otherwise serving in such capacities that are involved in the operations of the Business, other than regularly scheduled increases in base salary in the Ordinary Course of Business in all material respects; or (ii) except for Permitted Liens; (i) entered intoto the extent required under applicable Law, adopted, amended or terminated any Material ContractEmployee Benefit Plan, Lease or Permit entered into any employment, consulting, severance or termination agreement; (each as hereinafter definedd) waived any rights relating to the Business or arising under or in connection with any Assumed Liability except of the Acquired Assets, individually or in the ordinary course aggregate in excess of $50,000; (e) except as set forth in Schedule 2.15(e), acquired any assets or properties individually or in the aggregate in excess of $50,000, other than in the Ordinary Course of Business; (f) entered into any merger, consolidation, recapitalization or other business combination or reorganization; (g) except as set forth in Schedule 2.15(g), made any loans, advances or capital contributions to or investments in any Person; (h) delayed payment of payables, changed credit practices or done anything to materially and adversely affect the relationship of the Business with any patients or suppliers that is material to the Business; (i) failed to replenish inventories and supplies in the Ordinary Course of Business, or made any purchase commitment materially in excess of the usual requirements of the Business or at any price materially in excess of the then-current market price or upon terms and conditions more onerous than those usual and customary in the industry or made any material change in its business; selling, pricing, advertising or personnel practices inconsistent with its prior practice; (j) committed pursuant to a legally binding agreement [Intentionally left blank] (k) except as set forth in Schedule 2.15(k), made any change in its general pricing practices or policies or any change in its credit or allowance practices or policies other than in the Ordinary Course of Business; (l) received written notice from any supplier representing during the last fiscal year purchases of $50,000 or more that such supplier has ceased, may cease or will cease to do business with it; (m) except as set forth in Schedule 2.15(m), entered into any transaction, agreement, contract or understanding with any Person (other than SEARHC) affecting the Business or altered the terms of any transaction, agreement, contract or understanding with any Person (other than SEARHC) affecting the Business that involves expenditure in excess of $50,000; (n) except as disclosed in the schedules related to this Section 2.15, entered into any material transaction resulting in a Liability or expenditure in excess of $50,000, other than in the Ordinary Course of Business; (o) entered into any material amendment, modification, termination (partial or complete) or granted any material waiver under or given any material consent with respect to any Contract that is required to be disclosed in the Schedules to this Agreement; (p) made any change in any method of accounting or accounting practice of the Business; (q) except as disclosed in the schedules related to this Section 2.15, made or deferred any capital expenditure in each case in excess of $50,000 individually and $100,000 in the aggregate; and (r) except for this Agreement, entered into any oral or written agreement, contract, commitment, arrangement or understanding with respect to any of the things set forth matters described in clause (b) and clauses (d) through (i) abovethis Section 2.15.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 Since the date of the Disclosure Schedule or except as permitted by this AgreementFinancial Statements, since June 30, 2001, Seller has conducted its business at the Business has not (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except Branches only in the ordinary course of business; (c) suffered any change in its businessand has not, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after ClosingBranches, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; practices or Seller’s practice generally: (fa) forgiven incurred any obligation or canceled liability, absolute, accrued, contingent or otherwise, whether due or to become due that would be assumed by Buyer as a Liability pursuant to this Agreement; (b) mortgaged, pledged or subjected to lien, charge, security interest or any indebtedness owing to it other encumbrance or waived restriction any claims or rights of material value; the Assets; (gc) sold, leasedtransferred, licensed leased to others or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent (except with past practice or dispositions of assets not material respect to the Business; (hrepayment thereof by borrowers) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets; (d) terminated, canceled or surrendered, or received any notice of or threat of termination or cancellation of any Assumed Contract, or suffered any damage, destruction or loss (whether or not covered by insurance) which, in any case or in the aggregate, would result in a Material Adverse Effect with respect to the Branches; (e) made any change in any method of management or operation of the Branches or any accounting change with respect to the Financial Statements, except as may be required by GAAP or general regulatory requirements; (f) granted any general increase in the compensation of its officers or employees associated with the Branches (including any increase pursuant to any bonus, pension, profit sharing or other plan or commitment), except for Permitted Liensnormal periodic increases made pursuant to established compensation policies applied on a basis consistent with that of the prior year, and increases and payments necessary, in the employer’s reasonable discretion, to maintain and preserve the operation of the Branches except as provided in Section 5.3; (g) caused the Branches to transfer to Seller’s other operations any deposits other than deposits that are not Deposits for purposes of this Agreement, except at the unsolicited written request of depositors, or caused any of Seller’s other operations to transfer to the Branches any deposits, except at the unsolicited written request of depositors; or (ih) entered into, amended into any agreement or terminated made any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant commitment to a legally binding agreement to do take any of the things set forth types of action described in clause subsections (b) and clauses (da) through (ig) above.

Absence of Certain Changes or Events. There has not been a Material Adverse Effect since the Most Recent Year End. Except as set forth in Section 4.6 of the Disclosure Schedule or except as permitted by this AgreementSchedule, since June 30, 2001, the Business has not 2011: (a) suffered there has not been any declaration, setting aside or payment of any dividend on, or other distribution in respect of, any Shares or any other equity interest of the Company or any Subsidiary, any purchase, redemption or other acquisition of any Shares or any other equity interest of the Company or any Subsidiary, or any options, warrants, calls or rights to acquire any Shares or any other equity interest of the Company or any Subsidiary; (b) there has been no change made or authorized to any of the Charter Documents; (c) there has not been any split, combination or reclassification of the Shares or any other equity interest of the Company or any Subsidiary; (d) except as expressly contemplated by this Agreement or the Related Agreements, there has not been any increase in compensation or fringe benefits or any change in employment terms or any payment of any bonus or any granting of any increase in severance or termination pay or any entry into any employment, severance, termination or indemnification agreement or any agreement, the benefits of which would be contingent or the terms of which would be altered upon the consummation of the transactions contemplated by this Agreement and the Related Agreements; (e) there has not been any material change in the accounting methods, principles or practices, except as required by concurrent changes in GAAP, nor have there been any Tax (as defined below) elections made or changed, Tax accounting methods adopted or changed, closing agreements in respect of Taxes entered into, Tax claims or assessments settled or compromised, or limitations periods applicable to any Tax claim or assessment extended or waived; (f) there has not been any revaluation of any assets or properties, including, without limitation, writing off of notes or accounts receivable, other than in the normal course of business; (g) except for the transfer of the Laval Property, there has not been any sale, lease, transfer, or assignment of any assets or properties, tangible or intangible, including any Business Intellectual Property (defined below), except in the ordinary course of Business; (h) except for the transfer of the Laval Property, neither the Company nor any Subsidiary has entered into, assumed or become bound under or obligated by any agreement, contract, lease or commitment or extended or modified the terms of any such agreement, contract, lease or commitment, in each case other than a customer contract entered into in the ordinary course of business, which (i) involves the payment of greater than Fifty Thousand Dollars ($50,000) per annum or which extends such agreement, contract, lease or commitment for more than one (1) year, (ii) involves any payment or obligation to any affiliate of the Company or any Subsidiary, (iii) involves the sale of any assets outside the ordinary course of business or (iv) involves any license or other agreement with respect to any Business Intellectual Property outside the ordinary course of business of the Company and the Subsidiaries; (i) except for the termination of the Company’s 2005 USA and Registration Rights Agreement, the Company, or any Subsidiary, has not accelerated, terminated, amended, made modifications to, or canceled any Contract, other than in the normal course of business; (j) there has been no waiver, cancellation, modification or settlement of any material debts or claims held by the Company or any Subsidiary, nor any waiver or settlement of any material rights or claims of a material value, neither the Company or any Subsidiary is in material breach of any Contract and, to the Company’s Knowledge, no other party to any Contract is in material breach of such Contract; (k) there has been no material change in business practices; (l) none of the assets or properties of the Company or any Subsidiary, tangible or intangible has become subject to any Lien, other than Permitted Liens (defined below); (m) there has been no capital investment in, or any loan to, any other person; (n) there has been no creation, incurrence, assumption, prepayment or guarantee of any indebtedness for borrowed money and capitalized lease obligations outside of the ordinary course of business or in excess of Fifty Thousand Dollars ($50,000) in the aggregate, or extension or modification of any such indebtedness; (o) there has been no damage, destruction, or loss (whether or not covered by insurance) to the Company’s or any Subsidiary’s properties or assets in excess of Fifty Thousand Dollars ($50,000) in the aggregate of all such damage, destruction and losses; (p) there has been no loan made to, or casualty loss adversely affecting any other transaction entered into with, or any bonus paid to, any affiliate, officer, director, stockholder, consultant or employee of the Assets Company or any Subsidiary, other than any transaction, bonus, travel advances and other advances made in the Business; ordinary course of business, or to any member of any such party’s immediate family; (bq) incurred or discharged neither the Company nor any obligation or liability or Subsidiary has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (r) no bonuses have been paid to employees of the Company or any Subsidiary except as set forth in the Disclosure Schedule; (s) except as expressly contemplated by this Agreement, neither the Company nor any Subsidiary has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, pension, severance or other transaction plan for the benefit of any of its members, officers, directors, stockholders, managers or employees (or taken any such action with respect to any other employee benefit plan); (t) except in connection with the transfer of the Laval Property, there has not been any satisfaction or discharge of any Lien, except in the ordinary course of business; ; (cu) suffered any change in its business, financial condition there has been no resignation or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms termination of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms employment of any bonusofficer, pension director, manager or other employee benefit plan covering of the Company or any Subsidiary and, to the Company’s Knowledge, there is no impending resignation or termination of its directors, officers or key employees; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed employment of any of its assets other than sales of inventory in such officer, director, manager or employee; (v) neither the ordinary course of business and consistent with past practice Company nor any Subsidiary, as applicable, is obligated or dispositions of assets not material to the Business; (h) created has made any agreement or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement commitment to do any of the things set forth described in clause this Section; (bw) the Company has operated in the ordinary course of business, consistent with past practices, with respect to its accounts payable, accounts receivable, and clauses (d) through (i) abovecash management, and has not otherwise accelerated or delayed payments or collections as a result of, or in conjunction with, the transactions contemplated by this Agreement.

Absence of Certain Changes or Events. Except as set forth on ------------------------------------ Schedule 3.6, since August 31, 1996, there has not been any change in Section 4.6 the financial condition, results of operations or business of ViComp which could be expected to result in a material adverse effect on the Disclosure Schedule business, prospects or financial condition of ViComp, and ViComp has not: (a) except as permitted for the transactions contemplated by this Agreement, since June 30, 2001, the Business has not (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other material commitment or transaction except in the ordinary course (including, but not limited to, any borrowing, capital expenditure or sale of business; (c) suffered any change in assets), or conducted its businessbusiness or operations, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary and usual course of business and consistent with past practice; practices; (b) except as set forth on Schedule 3.6(b), amended or changed its Certificate of Incorporation, Bylaws or other organizational documents; (c) agreed to take, whether in writing or otherwise, any action which, if taken prior to the date hereof, would have made any representation or warranty in this Article III untrue or incorrect; (d) declared, set aside, made or paid any dividend in respect of ViComp capital stock or redeemed any ViComp capital stock; (e) except as set forth on Schedule 3.6(e), increased the annual level of compensation of any employee by an amount greater than 10% over his compensation for the year ended December 31, 1995, or increased at all the annual level of compensation of any person whose compensation from ViComp in the fiscal year ended December 31, 1995 exceeded $75,000, or granted any unusual or extraordinary bonuses, benefits or other forms of direct or indirect compensation to any employee, officer, director or consultant; (f) forgiven increased, terminated, amended or canceled otherwise modified any indebtedness owing to it or waived any claims or rights plan for the benefit of material value; the employees; (g) sold, leased, licensed issued any equity securities or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; rights; (h) created borrowed any funds, under existing lines of credit or assumed any mortgage, lien, security interest or other encumbrance on any of the Assetsotherwise, except as reasonably necessary for Permitted Liens; the ordinary operation of ViComp's business in a manner, and in amounts, in keeping with historical practices; (i) entered intosolicited or initiated the submission of proposals or offers from any person for, amended participated in any discussion pertaining to, or terminated furnished any Material Contractinformation to any person other than Digital relating to, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its businessAlternative Transaction; or or (j) committed pursuant made any loans or advances to a legally binding agreement to do any Affiliate or officer or director of the things set forth in clause (b) and clauses (d) through (i) aboveViComp, or Affiliate of any such officer or director.

Absence of Certain Changes or Events. Except as expressly contemplated by this Agreement or as set forth in Section 4.6 4.08 of the Disclosure Schedule or except as permitted by this AgreementSchedule, since June 30July 10, 20012006 through the date hereof, the Business Company has conducted its business in the ordinary course consistent with past practice and, since such date through the date hereof, (i) there has not occurred any Material Adverse Effect or an event or development that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or any event or development that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance of this Agreement or any Ancillary Agreement by the Company and (ii) the Company has not (aA) suffered issued, sold, pledged, disposed, granted or encumbered any damageshares of any class of capital stock or other Equity Interests in or of the Company, destruction (B) sold, pledged, disposed, transferred, leased, licensed, guaranteed or casualty loss adversely affecting encumbered any material property or assets of the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction Company, except in the ordinary course of business; business consistent with past practice, (cC) suffered acquired (including by merger, consolidation, or acquisition of stock or assets or any change other business combination) any corporation, partnership, other business organization or any division thereof, (D) incurred any indebtedness for borrowed money which, individually or together with all such other indebtedness, exceeds $200,000, (E) granted any security interest in any of its material assets except for such security interests as would constitute a Permitted Lien, (F) made or authorized any capital expenditure or purchase of fixed assets other than in the ordinary course of business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (dG) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees, except for increases in accordance with past practices in salaries or wages of employees of the Company which are not across-the-board increases, or increased the rate granted any rights to severance or terms of termination pay to, or entered into any bonusemployment or severance agreement with, pension any director, officer or other employee benefit plan covering (other than severance for employees other than officers, in accordance with past practice, in connection with such employee’s termination of employment with the Company) of the Company, or taken any affirmative action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Plan, (H) made, revoked or changed any election in respect of its directorsTaxes, officers adopted or key employees; changed any material accounting method in respect of Taxes or settled or compromised any material claim, notice, audit report, liability or assessment in respect of Taxes, (eI) incurred made any indebtedness material change, other than changes required by GAAP or in the ordinary course of business, with respect to accounting policies or procedures of the Company, (J) pre-paid any long-term debt or paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), except for borrowed money such payments, discharges or satisfaction of claims as were in the ordinary course of business consistent with past practice or (K) written up, written down or written off the book value of any material assets, or a material amount of any other assets, other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) aboverequired by GAAP.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the Disclosure Schedule or except as permitted by this Agreement, since Since June 30, 20012013: (i) except for actions required to be taken by the terms of this Agreement or in connection with the transactions contemplated hereby (including legal and other advisors fees and expenses), the Business has not (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except Company and its Subsidiaries have conducted their businesses in the ordinary course of business; consistent with past practice in all material respects, (cii) suffered no Company Material Adverse Effect has occurred, and there has not been, and there does not exist, any change in its businessEffect that, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate with other Effects, would reasonably be expected to have a Company Material Adverse Effect; Effect and (iii) neither the Company nor any of its Subsidiaries has suffered any material loss, damage, destruction or other casualty affecting any of its material properties or assets, whether or not covered by insurance. Since June 30, 2013 through the Agreement Date, except for actions required to be taken by the terms of this Agreement or in connection with the transactions contemplated hereby (including legal and other advisors fees and expenses): (a) the Company has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (b) the Company has not sold, issued or granted, or authorized the issuance of, (i) any capital stock or other security (except for Company Shares issued upon the valid exercise of outstanding Company Options), (ii) any option, warrant or right to acquire any capital stock or any other security (except for Company Options identified in Section 3.8(b) of the Company Disclosure Letter), or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (c) the Company has not effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction (other than the transactions contemplated by this Agreement); (d) the Company has not made any capital expenditure which, when added to all other than with respect to agreements for which capital expenditures made on behalf of the Buyer or Company since December 31, 2012, exceeds $3,000,000 in the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; aggregate; (e) incurred the Company has not (i) acquired, leased or licensed any indebtedness material right or other material asset from any other Person, (ii) sold or otherwise disposed of, or leased or licensed, any material right or other material asset to any other Person, or (iii) waived or relinquished any right, except, in each case, for borrowed money rights or other than assets acquired, leased, licensed or disposed of in the ordinary course of business and consistent with past practice; practices; (f) forgiven or canceled the Company has not made any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed pledge of any of its assets other than sales or otherwise permitted any of inventory its assets to become subject to any Lien, except for pledges of immaterial assets made in the ordinary course of business and consistent with past practice or dispositions of assets practices; (g) the Company has not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated lent money to any Material Contract, Lease or Permit Person (each as hereinafter defined) or any Assumed Liability except other than pursuant to reimbursement for expenses incurred in the ordinary course of business), or (ii) incurred or guaranteed any Indebtedness; (h) the Company has not, unless it was required to do so by Law, outside the ordinary course of business consistent with past practice, unless required to do so by a collective bargaining agreement, or Contract with a works council or other labor organization, (i) adopted, established or entered into any Material Employee Benefit Plan, (ii) caused or permitted any Material Employee Benefit Plan to be amended in any Material respect or terminated, or (iii) paid any Material bonus or made any Material profit-sharing or similar payment to, or Materially increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, or granted any rights to receive severance, termination, retention or tax gross-up compensation or benefits to, any of its business; current or former directors, officers or employees whose base salary is greater than $50,000; (i) the Company has not made any material change to its methods of accounting or accounting practice, except as required by concurrent changes in GAAP; (j) the Company has not made any material Tax election; (k) the Company has not commenced or settled any Action; and (l) the Company has not agreed or committed pursuant to a legally binding agreement to do take any of the things set forth actions referred to in clause (b) and clauses (da) through (ik) above.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the Disclosure Schedule 5.15 or except as permitted otherwise expressly contemplated by this Agreement, since June 30December 31, 20012010 to the date of this Agreement, the Seller has conducted the Product Business in the Ordinary Course of Business, and the Seller has not not, with respect to the Product Business or any of the Purchased Assets: (a) suffered subjected any of the Purchased Assets to any Encumbrances, other than Permitted Encumbrances; (b) sold, transferred, leased, subleased, licensed or otherwise disposed of, to any third party, any Purchased Assets or assets necessary for the conduct of the Product Business as is currently being conducted; (c) sold, licensed or sublicensed or otherwise transferred any rights to any third party under any Purchased Assets; (d) entered into any Assigned Contract or accelerated, cancelled, modified or terminated any material Assigned Contract, other than in the Ordinary Course of Business; (e) surrendered, revoked or otherwise terminated any Seller Permits, except in connection with any renewal or reissuance thereof; (f) incurred any Assumed Liabilities in excess of $50,000, other than in the Ordinary Course of Business; (g) waived, released or assigned any rights, which rights, but for such waiver, release or assignment, would have been classified as Purchased Assets, other than in the Ordinary Course of Business; (h) experienced any damage, destruction or casualty loss adversely affecting (whether or not covered by insurance) with respect to any Purchased Asset other than as a result of ordinary wear and tear, where applicable; (i) delayed or postponed the Assets or payment of any Assumed Liability outside the Ordinary Course of Business; ; (bj) incurred or discharged experienced any obligation or liability or entered into any other transaction except in the ordinary course of business; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; ; (dk) other than with respect to agreements for which the Buyer engaged in any promotional sales or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms of any bonus, pension discount or other employee benefit plan covering any activity with customers that has had the effect of its directors, officers or key employees; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than accelerating sales of inventory the Product Business that would otherwise be expected to occur in the ordinary course of business and consistent with past practice post-Closing periods; or (l) agreed, whether in writing or dispositions of assets not material to the Business; (h) created or assumed any mortgageotherwise, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing, except as expressly contemplated by this Agreement.

Absence of Certain Changes or Events. Except Since the date of the LATOKA Latest Balance Sheet and LEL Latest Balance Sheet, LATOKA and LEL have conducted their respective businesses only in the ordinary course consistent with their prior practices, and, except as set forth in SCHEDULE 4.13, neither has: (a) amended its articles of incorporation, bylaws, memorandum and articles of association or similar organizational documents; (b) except as otherwise contemplated in Section 4.6 8.2(e), incurred any liability or obligation of any nature (whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured), except in the ordinary course of business consistent with its prior practice, exceeding $10,000 individually or $50,000 in the aggregate; (c) suffered or permitted any of its assets to become subject to any mortgage, charge, lien or other encumbrance; (d) merged or consolidated with another entity or acquired or agreed to acquire any business or any corporation, partnership or other business organization, or sold, leased, transferred or otherwise disposed of any assets except for fair value in the ordinary course of business; (e) except as otherwise contemplated in Section 8.2(e), made any capital expenditure or commitment therefor, except in the ordinary course of business consistent with its prior practice, exceeding $10,000 individually or $50,000 in the aggregate; (f) declared or paid any dividend or made any distribution with respect to any of its share capital or equity interests, or redeemed, purchased or otherwise acquired any of its share capital or equity interests, or issued, sold or granted any equity interests or any option, warrant or other right to purchase or acquire any such interest; (g) adopted any employee benefit plan or made any change in any existing employee benefit plans or made any bonus or profit sharing distribution or payment of any kind; (h) increased indebtedness for borrowed money, or made any loan to any Person; (i) made any change affecting any banking, safe deposit or power of attorney arrangements; (j) entered into or amended any employment, severance or similar agreement or arrangement with any director or employee, or granted any increase in the rate of wages, salaries, bonuses or other compensation or benefits of any executive or other employee; (k) canceled, waived, released or otherwise compromised any debt, claim or right; (l) made any change in any method of accounting or auditing practice; (m) suffered the termination, suspension or revocation of any material license or permit necessary for the operation of its business; (n) entered into any material transaction other than on an arm's- length basis; (o) agreed, whether or not in writing, to do any of the Disclosure Schedule or except as permitted by this Agreement, since June 30, 2001, the Business has not foregoing; or (ap) suffered any damage, destruction or casualty loss adversely affecting the Assets (whether or the Business; (bnot covered by insurance) incurred which has had or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would could have a Material Adverse Effect; (d) other than with respect to agreements for which Effect on LATOKA or LEL, as the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) abovecase may be.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of on the Disclosure Schedule or except as permitted by this AgreementSchedule, since June 30December 31, 20011998, each Company has conducted its Business only in the Business has not ordinary course and consistent with past practices and the Companies have not: (a) suffered any damage, destruction or casualty loss adversely affecting of any of the Assets Assets, whether or the Business; not covered by insurance, in excess of Fifty Thousand Dollars ($50,000); (b) incurred suffered any change in the financial condition of the Companies or discharged any obligation or liability or entered into suffered any other transaction event or condition of any character which individually or in the aggregate had or has a Material Adverse Effect; (c) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) except in the ordinary course of business; ; (cd) suffered waived any claims or rights of substantial value of the Companies taken as a whole, except in each case in the ordinary course of business; (e) pledged or permitted the imposition of any lien on (other than Permitted Liens and the Assumed Liabilities) or sold, assigned, transferred or otherwise disposed of any of the Assets, except the sale of Inventory in the ordinary course of business; (f) made any change in its businessany method of accounting or accounting principle or practice; (g) except for de minimus adjustments, financial condition written up or in its relationship with its suppliersdown the value of the Inventory or determined as collectible any notes or Accounts Receivable of or arising out of the Business that were previously considered to be uncollectable, customers, distributors, lessors, licensors, licensees except for write-ups or write-downs and other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than determinations in the ordinary course of business and consistent with past practice; ; (fh) forgiven granted any general increase in the compensation payable or canceled to become payable to its officers or employees (including any indebtedness owing such increase pursuant to it any bonus, pension, profit-sharing or waived other plan or commitment), or any claims special increase in the compensation payable or rights to become payable to any such officer or employee, or made any bonus payments to any such officer or employee, except for normal merit and cost of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory living increases in the ordinary course of business and consistent in accordance with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; practice; (i) entered intointo any employment agreements with any employees; (j) sold, amended assigned or terminated transferred any of the Assets except in the normal course of business; (k) executed any amendment, cancellation, or termination of any contract, license, or other instrument material to the Business (other than an amendment to the TriEnda Agreement which provides for dispute resolution with respect to additional amounts payable by Triangle); (l) failed to repay any material obligation, except where such failure would not have a Material ContractAdverse Effect; (m) failed to operate the Business in the ordinary course or to preserve the Business intact, Lease to keep available to the Buyer the services of the employees of the Companies and to preserve for the Buyer the goodwill of the Companies' suppliers, customers, and other having business relations with it, except where such failure would not have a Material Adverse Effect; (n) declared, set aside or Permit paid any dividends or distributions in respect of any outstanding securities of the Seller, any redemption, purchase, or other acquisition of any of the Seller's outstanding securities, or any other payments, including the payment of any amounts due on obligations of Seller to its shareholders or directors other than distributions and repayment of amounts due shareholders necessary for the payment of taxes and other than intercompany transactions; (each as hereinafter definedo) incurred indebtedness for borrowed money or any commitment to borrow money by the Seller (other than borrowing under the Magna Bank N.A. line of credit), or any loans made or agreed to be made by the Seller, or any guarantee, assumption, endorsement of, or other assumption of any obligation by Seller with respect to any liabilities or obligations of any other Person; (p) incurred any liability involving Fifty Thousand Dollars ($50,000) or more, or any Assumed Liability increase or change in any assumptions underlying or methods of calculating any bad debt, contingency, or other reserves of the Seller except for (i) purchases of raw materials (including utilities, contract manufacturing and subassembling) in the ordinary course of its business; business in accordance with past practice, (ii) payroll accruals in the ordinary course of business in accordance with past practice, (iii) intercompany debt, and (iv) advertising, insurance premiums, sales commissions, and purchases of tooling in the ordinary course of business in accordance with past practice; (q) issued any purchase order for an amount greater than One Hundred Thousand Dollars, or group of related purchase orders, for an aggregate amount in excess of One Hundred Thousand Dollars (j$100,000), except for purchases of raw materials (including contract manufacturing and subassembling) committed pursuant in the ordinary course of business in accordance with past practice; (r) made individual capital commitments on behalf of or relating to a legally binding the Business in excess of One Hundred Thousand Dollars ($100,000); (s) failed to maintain accounts receivable, inventory, accounts payable and other tangible capital accounts relating to the Business; (t) entered into any individual agreement to do provide goods or services that would result in a loss (based on the knowledge of Seller and current market and economic conditions) at the gross profit level in an amount greater than One Hundred Thousand Dollars ($100,000); or (u) agreed, whether in writing or otherwise, to take any of the things set forth action described in clause (b) and clauses (d) through (i) abovethis Section 5.13.

Absence of Certain Changes or Events. Except Other than as permitted under Section 6.1 and except as set forth on Schedule 5.6, since December 31, 1996 and through the date hereof, Xxxxxxxx has not suffered a Material Adverse Effect and Xxxxxxxx has not (i) declared any dividend or made any payment or other distribution in Section 4.6 respect of any shares of its capital stock, (ii) acquired or disposed of any shares of its capital stock or granted any options, warrants or other rights to acquire or convert any obligation into any shares of its capital stock, (iii) entered into any material transaction with any officer, director, employee or any known relative thereof or any entity in which such person has an interest, except the Disclosure Schedule payment of rent, salaries, wages and expense reimbursement in the ordinary course of business, (iv) incurred any material obligation or liability (contingent or otherwise), except for (A) this Agreement, (B) normal trade and other obligations incurred in the ordinary course of business consistent with past practice and (C) obligations under contracts, agreements and leases incurred in the ordinary course of business consistent with past practice, the performance of which has not and will not, individually or in the aggregate, have a Material Adverse Effect on Xxxxxxxx, (v) discharged or satisfied any material lien or other encumbrance or paid any material obligation or liability (fixed or contingent), except in the ordinary course of business or as permitted contemplated by this Agreement, since June 30(vi) mortgaged, 2001pledged or subjected to any lien or other encumbrance any of its material assets (whether tangible or intangible), (vii) sold, assigned, transferred, conveyed, leased or otherwise disposed of or agreed to sell, lease or otherwise dispose of any of its material assets except for sales of inventory or other assets for fair consideration in the Business has not ordinary course of business or as contemplated by this Agreement, (aviii) suffered canceled or compromised any damagematerial debt or claim, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; , (cix) suffered waived or released any change in its businessmaterial rights, financial condition except for waivers or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than releases made in the ordinary course of business and consistent with past practice; , (fx) forgiven made any single capital expenditure in excess of One Hundred Thousand Dollars ($100,000), or canceled entered into any indebtedness owing to it commitment therefor, or waived (xi) suffered any claims material casualty loss or rights of material value; (g) solddamage, leasedwhether or not covered by insurance, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; adverse ruling, judgment or (j) committed pursuant to award, whether or not amounts were reserved on Lawrence's books, which would have a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) aboveMaterial Adverse Effect on Xxxxxxxx.

Absence of Certain Changes or Events. Except (a) From September 26, 2015 to the date of this Agreement, except as set forth disclosed in Section 4.6 of the Seller Disclosure Schedule Schedule, solely with respect to the Business and the Purchased Assets, (i) Seller has operated the Business in the Ordinary Course of Business in all material respects; and (ii) Seller has not: (i) taken or omitted to take any action that would reasonably be expected to result in a Business Material Adverse Effect; (ii) acquired in any manner (whether by merger, consolidation, the purchase of an equity interest in or a material portion of the assets of or otherwise) any business or any corporation, partnership, association or other business organization or division thereof of any other Person; (iii) except in the Ordinary Course of Business, amended, extended, entered into, renewed or terminated, or agreed to any waiver of material rights under, any Non-Government Contract, Government Contract, Government Bid or other Purchased Contract; (iv) except as permitted required by this Agreementapplicable law, since June 30(i) increased, 2001by more than five percent (5%) individually (or three percent (3%) in the aggregate) from previous compensation levels, or accelerated the vesting or payment of, any wages, salaries, bonuses, incentives, or other compensation of or other benefits payable (or to become payable) to, or entered into any new bonus or incentive agreement or arrangement with, any Business Employees or other service providers, (ii) paid any severance, change-in-control, retention or termination pay (in cash or otherwise) to any Business Employees or other service providers except for customary payments to non-officer Business Employees made in the Ordinary Course of Business, (iii) granted or announced any new stock option or other equity awards of, or enter into any new bonus or incentive agreement with, any Business Employees or other service providers, or (iv) hired any new Business Employees having an annual base salary, commission opportunity and incentive compensation opportunity in excess of One Hundred Thousand Dollars ($100,000) in the aggregate; (v) amended, terminated, or entered into a new benefit plan (except as required by law, pursuant to any agreement then in effect, or as a result of a customary renewal (and disclosed to Buyer) in the Ordinary Course of Business) or collective bargaining agreement; (vi) incurred, assumed or guaranteed any Indebtedness, made any loans, advances or capital contributions, to, or investments in, any other Person, or forgave, canceled, compromised, or waived any material rights with respect to, any loans, advances, capital contributions to or investments in any other Person; (vii) sold, leased, subleased, sublicensed, conveyed or otherwise disposed of any material assets, properties or rights (other than Inventory in the Ordinary Course of Business); (viii) entered into any Contract with any Business Employee or Key Employee; (ix) suffered the loss of employment of any Key Employee or group of Business Employees or been notified that any such Person or group of Persons intends to terminate employment; (i) changed or modified its current credit, cash management, collection or payment policies, procedures or practices in any material respect, including such policies, procedures or practices related to acceleration of collections or receivables (whether or not past due), (ii) accelerated any billing of customers or collection of receivables, other than in the Ordinary Course of Business, or (iii) delayed, postponed or canceled the payment of accounts payable or any other Liability, or the replacement of inoperable, worn-out or obsolete assets with assets of comparable quality; (xi) (i) made any change in its accounting practices; (ii) made any Tax election; (iii) changed its method of Tax accounting; (iv) changed an annual accounting period; (v) amended any Tax Return; (vi) surrendered any right to claim a refund of Taxes; (viii) failed to timely pay any Tax or timely file any Tax Return; (viii) consented to any extension or waiver of the limitation period applicable to any Tax claim; or (ix) entered into any agreement with a Governmental Authority relating to Taxes, including the settlement of any claim or Liability for Taxes; (xii) mortgaged, pledged or subjected to any Encumbrance, other than Permitted Encumbrances, any of its material assets, the Purchased Assets or Leased Property; (xiii) adopted a plan of liquidation, dissolution, merger, consolidation or other reorganization or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consented to the filing of any bankruptcy petition against it under similar law; (xiv) made any capital expenditure or entered into any Contract or commitment therefor with respect to the Business has not in excess of One Hundred Thousand Dollars (a$100,000) individually or in the aggregate; (xv) suffered any damage, destruction or other casualty loss adversely affecting in any case or in the Assets aggregate, in an amount exceeding One Hundred Thousand Dollars ($100,000), whether or the Business; not covered by insurance; (bxvi) incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course Ordinary Course of business; Business, granted any exclusive license or sublicense of, assigned, transferred, permitted to lapse or otherwise disposed of, any Business Intellectual Property; (cxvii) suffered accelerated, written off or discounted any change in its business, financial condition Account Receivable or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms of collected any bonus, pension or other employee benefit plan covering any of its directors, officers or key employees; (e) incurred any indebtedness for borrowed money Account Receivable other than in the ordinary course Ordinary Course of business Business; (xviii) settled or compromised any litigation or other disputes (whether or not commenced prior to the date of this Agreement) other than settlements or compromises for litigation or other disputes where the amount paid in settlement or compromise does not exceed One Hundred Thousand Dollars ($100,000) excluding any amounts that may be paid under existing insurance policies; (xix) delayed paying payables or other Liabilities (including those that would constitute Assumed Liabilities) when due or deferred expenses or, otherwise increased cash on hand outside of the Ordinary Course of Business; (xx) implemented any employee layoffs requiring notice under the Worker Adjustment and consistent with past practiceRetraining Notification Act of 1988, as amended, or any similar state, local, or non-U.S. law, regulation, or ordinance (collectively the “WARN Act”); or (fxxi) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) soldagreed in writing, leased, licensed orally or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause foregoing. (b) and clauses (d) through (i) aboveSince September 26, 2015, no Business Material Adverse Effect has occurred, and, to the Knowledge of Seller, no Effect has occurred or circumstance exists that would reasonably be expected to result in a Business Material Adverse Effect.

Absence of Certain Changes or Events. (a) Except as set forth in Section 4.6 of Schedule 4.1.9, or expressly disclosed in either the Disclosure Schedule June 30 GAAP Statements or the June 30 SAP Statements and except for the transactions contemplated by this Agreement and the Related Agreements and except as permitted by this Agreementthe Shinnecock Purchase Agreement since December 31, since June 301994, 2001FMI and each of the Acquired Companies has conducted its business only in the ordinary course consistent with its past practices, and neither FMI nor any of the Business Acquired Companies has not (ai) suffered borrowed, or agreed to borrow, funds, (ii) experienced any damage, destruction or casualty loss adversely affecting that, to the Assets extent not covered by insurance, has had or the Business; reasonably would be expected to have a Material Adverse Effect, (biii) incurred declared, set aside or discharged paid any obligation dividend or liability other distribution (whether in cash, stock or property) in respect of its capital stock (iv) entered into any other transaction material transaction, contract or commitment involving any director or executive officer of Seller, FMI, any Acquired Company or any retained Company, (v) granted or committed to grant to any officer, director or, except in the ordinary course of business; business consistent with past practice, employee of Seller, FMI, any Acquired Company or any Retained Company any material increase in compensation or benefits, (cvi) suffered granted or committed to grant to any change in its businessofficer, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees director or other third parties which individually employee of Seller, FMI, any Acquired Company or any Retained Company, any increase in the aggregate would have a Material Adverse Effect; (d) or right to severance or termination pay or any other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms upon a change in control of any bonussuch entity, pension or other employee benefit plan covering any of its directors, officers or key employees; (evii) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed case of any of the Acquired Insurance Companies, made, or agreed to make, any material change in its assets other than sales of inventory underwriting, pricing, actuarial or investment practices or policies, or made, or agreed to make, any material change in its financial, Tax or accounting practices or policies, in either case including, without limitation, any basis for establishing reserves or any depreciation or amortization policies or rates, (viii) in the ordinary course case of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the AssetsAcquired Insurance Companies, except for Permitted Liens; experienced any material increase or decrease in the percentage of its reinsured business, or any material increase in its lapse ratio, or any material decrease in the amount of its in-force business, (iix) entered into, amended or terminated suffered any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; Adverse Effect or (jx) committed pursuant taken any action that, if taken after the date hereof, reasonably would be expected to constitute a legally binding agreement to do material breach of any of the things covenants set forth in clause (b) and clauses (d) through (i) above.Section V.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the Disclosure Schedule or except as permitted contemplated by this Agreement, since June 30March 31, 20012006, the Company and its Subsidiaries have conducted their respective businesses in all material respects in the Ordinary Course of Business. Except as disclosed on Schedule 3.21, neither the Company nor any of its Subsidiaries has, except the Ordinary Course of Business and where it has not had or would not reasonably be expected to have, a Material Adverse Effect (either individually or in the aggregate): (a) been subjected to or permitted a Lien upon or otherwise encumbered any of its assets, other than Permitted Liens; (b) sold, transferred, licensed or leased any of its assets or properties; (c) discharged or satisfied any obligation or liability, other than current liabilities shown on the Company’s March 31, 2006 balance sheet and current liabilities incurred since March 31, 2006; (d) cancelled or compromised any debt owed to or by or claim of or against it, or waived or released any right of value; (e) suffered any physical damage, destruction or casualty loss adversely affecting the Assets (whether or the Business; (bnot covered by insurance) incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have causing a Material Adverse Effect; (df) entered into any transaction or agreement (other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it this Agreement) relating to its directors, officers assets or key employees business (including the acquisition or increased the rate or terms disposition of any bonus, pension assets or property) or any relinquishment of any Contract or other employee benefit plan covering right or otherwise committed or obligated itself to any of its directors, officers or key employees; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material valuecapital expenditure; (g) soldmade or suffered any change in, leasedor condition affecting, licensed its condition (financial or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice otherwise), properties, profitability, or dispositions of assets not material to the Businessoperations; (h) created made any change in the accounting principles, methods, records or assumed any mortgage, lien, security interest practices followed by it or other encumbrance on any of the Assetsdepreciation or amortization policies or rates theretofore adopted, except for Permitted Liensas may be required under GAAP; (i) made or suffered any amendment or termination of any Company Listed Contract; (j) paid, or made any accrual or arrangement for payment of, any severance or termination pay to, or entered intointo any employment or loan or loan guarantee agreement with, amended any current or terminated any Material Contractformer officer, Lease director or Permit (each as hereinafter defined) employee or consultant of the Company or any Assumed Liability except in the ordinary course of its businessSubsidiaries; (k) paid, or made any accrual or arrangement for payment of, any increase in compensation, bonuses or special compensation of any kind to any officer, director, employee or consultant of the Company or any Company Subsidiary; (l) made or agreed to make any charitable contributions or incurred any non-business expenses; (m) changed or suffered change in any benefit plan or labor agreement affecting any employee of the Company or any of its Subsidiaries otherwise than to conform to Legal Requirements; (n) entered into any exclusive license, distribution, marketing or sales agreement; (o) made any commitment to any Person to develop software without charge or incorporate any software into the Company Products; or (jp) committed pursuant to a legally binding entered into any agreement or otherwise obligated itself to do any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 As of the Disclosure Schedule or date hereof, since October 1, 2005, except as permitted a consequence of, or as contemplated by this Agreement, since June 30, 2001Agreement (including the Reorganization), the FS Business has not (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except been conducted in the ordinary course of business; (c) suffered business and the FS Business has not experienced any change in its businessevents, financial condition developments or in its relationship with its supplierschanges which, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate aggregate, would be reasonably likely to have a Material Adverse Effect; . As of the date hereof, without limiting the generality of the foregoing, except as a consequence of, or as contemplated by this Agreement (dincluding the Reorganization), since October 1, 2005, neither any FS Subsidiary nor the FS Business, as applicable, has: (a) other than with amended in any material respect, terminated, cancelled, compromised in any material respect or settled any material claim relating to agreements for which the Buyer or the Parent will have no liability after ClosingFS Business, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; ; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (gb) sold, transferred, leased, subleased, licensed or otherwise disposed of any of its assets material properties or assets, real, personal or mixed (including leasehold interests and intangible property) owned, leased or otherwise held primarily for the FS Business, other than sales of inventory in the ordinary course of business and consistent with past practice practice; (c) made, revoked or dispositions changed any material Tax election or material method of assets Tax accounting or settled or compromised any material liability relating to material Taxes of any FS Subsidiary or the FS Business, provided, however, that the foregoing restrictions shall not material apply to the Business; any Tax election, method of Tax accounting or Tax matter involving a United States federal, state or local income Tax Return which includes a FS Subsidiary as part of any combined, unitary, consolidated, affiliated or similar group which includes Parent or any Non-FS Subsidiary; (hd) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; either (i) entered intogranted any increase, amended or terminated announced any Material Contractincrease, Lease in the wages, salaries, compensation, bonuses, incentives, pension or Permit other benefits payable to any employee of Parent or its Subsidiaries providing services to the FS Business, including any increase or change pursuant to any FS Plan, or (each ii) established or increased or promised to increase any benefits under any FS Plan; in any such case (x) except as hereinafter defined) increased, announced, changed, promised, granted or any Assumed Liability except established, as the case may be, in the ordinary course of its business; business consistent with past practice, (y) except as required by Law or (jz) committed except ordinary course increases of the FS Business pursuant to a legally binding any collective bargaining agreement or other similar employee agreement; (e) other than in the ordinary course of business consistent with past practice, (i) advanced the collection of, or offered any incentives that lead to do the advance collection of, any accounts receivable of the FS Business, (ii) modified the pricing practices of the FS Business or (iii) offered any discounts, rebates or offsets; (f) made any material change to its financial accounting methods, principles or practices, except as may be required by GAAP or accounting standards applicable to foreign FS Subsidiaries; or (g) agreed, whether in writing or otherwise, to take any of the things set forth actions specified in clause (b) and clauses (dthis Section 2.7(a) through (i) abovef).

Absence of Certain Changes or Events. Except Since May 31, 2022 and except, in each case, as set forth on Section 3.7 of Seller’s Disclosure Statement or as contemplated or permitted by this Agreement (including, without limitation, the transactions contemplated by the Pre-Closing Reorganization), the Acquired Companies have conducted their business only in the Ordinary Course of Business consistent with past practice and none of the Acquired Companies has: (a) experienced a change or development in the business, operations, assets, liabilities, condition (financial or otherwise), results of operations or cash flows of any of the Acquired Companies which, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Acquired Companies as a whole; (b) other than in the Ordinary Course of Business, incurred any indebtedness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other person; (i) adjusted, split, combined or reclassified the Equity Securities of any Acquired Company; (ii) granted any stock options, warrants, stock appreciation rights, performance shares, restricted stock units, restricted shares or other equity-based awards or interests, or granted any person any right to acquire any Equity Securities of any Acquired Company; or (iii) issued, sold or otherwise permitted to become outstanding any additional Equity Securities or securities convertible or exchangeable into, or exercisable for, any Equity Securities of any Acquired Company; (d) settled any claim, suit, action or proceeding against any Acquired Company, except in the Ordinary Course of Business, in an amount and for consideration not in excess of $100,000 individually or $500,000 in the aggregate or that did not or would not impose any material restriction on the business of any Acquired Company; (e) merged or consolidated any Acquired Company with any other person, or restructured, reorganized or completely or partially liquidated or dissolved any Acquired Company; (f) made, or committed to make, any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate; (g) made, changed or revoked any material Tax election, changed an annual Tax accounting period, adopted or changed any Tax accounting method, filed any amended Tax Return, entered into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, non-U.S. or other Legal Requirement) with respect to Taxes, or settled any Tax claim, audit, assessment or dispute or surrendered any right to claim a refund or credit of Taxes, entered into any Tax sharing, Tax indemnity, Tax allocation or similar agreement or Contract (other than any Contract entered into in the Ordinary Course of Business which does not have Taxes as its primary purpose) or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (h) changed its accounting methods, principles or practices, other than changes required by applicable Legal Requirements or GAAP or regulatory accounting as concurred by Acquired Companies’ independent public accountants; (i) entered into any Contract of more than $100,000 individually, or $500,000 in the aggregate, per annum, other than in the Ordinary Course of Business; (j) other than as set forth in Section 4.6 3.12(a) of Seller’s Disclosure Statement, granted any increase in the Disclosure Schedule base pay of any employee or except as permitted by this Agreementgranted any increase in or established or amended any insurance, since June 30deferred compensation, 2001pension, retirement, profit sharing, stock option (including, without limitation, the Business has not (a) suffered any damagegranting of stock options), destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees stock purchase or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closingemployee benefit plan, increased the rate or terms of compensation or benefits payable to or to become payable by it to its any directors, officers officers, or key employees or increased of the rate or terms of any bonus, pension or other employee benefit plan covering any of its directors, officers or key employees; Acquired Companies (e) incurred any indebtedness for borrowed money other than normal salary adjustments to employees made in the ordinary course of business and consistent with past practice; ), or any grant of severance, termination or change in control pay, or any contract or arrangement entered into to make or grant any severance, termination or change in control pay, any payment of any material bonus, or the taking of any action not in the Ordinary Course of Business with respect to the compensation or employment of directors and officers of any Acquired Company; (fk) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed amended the Organizational Documents of any of its assets the Acquired Companies; (l) entered into any lease of real or personal property, other than sales of inventory in the ordinary course Ordinary Course of business and consistent with past practice Business; (m) declared, set aside or dispositions paid any dividend or distribution (whether in cash, securities or property or any combination thereof) in respect of assets not material to the Business; (h) created any Equity Securities of any Acquired Company or assumed any mortgagesecurities or obligations convertible into or exchangeable for any equity securities of any Acquired Company or any redemption, lien, security interest purchase or other encumbrance on any acquisition of the Assetsits securities, except for Permitted Liensdividends, distributions and other similar capital transactions between or among the Acquired Companies or the distribution of Cash on Hand permitted pursuant to Section 5.2(a); or (in) taken any action which, if taken or authorized between the date of this Agreement and the Closing Date, would have required the consent of Buyer pursuant to Section 5.2. (o) entered intointo any agreement, amended whether oral or terminated written, to do or make any Material Contract, Lease commitment to do or Permit (each as hereinafter defined) adopted any board resolution or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement committee resolution to do any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing.

Absence of Certain Changes or Events. Except as set forth described herein or in Section 4.6 of the Disclosure Schedule or except as permitted by this AgreementARC Schedules, since June 30, 2001, the Business has not 1996: (a) suffered ARC has not: (i) amended its articles of incorporation or bylaws; (ii) waived any damagerights of value which in the aggregate are extraordinary or material considering the business of ARC; (iii) made any material change in its method of management, destruction operation or casualty loss adversely affecting the Assets accounting; or the Business; (iv) 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; (b) Except as disclosed to Kina or as included in the ARC Schedules, ARC 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, which option, warrant or other right has not been cancelled as of the Closing Date; (ii) borrowed or agreed to borrow any funds or incurred or discharged become subject to, any material obligation or liability (absolute or entered into any other transaction contingent) except liabilities incurred in the ordinary course of business; and (c) suffered to the best knowledge of ARC, it has not become subject to any change in its businesslaw or regulation which materially and adversely affects, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; future may adversely affect, the business, operations, properties, assets or condition of ARC. (d) in the event ARC is bound by or otherwise liable for any contract, lease or other than with respect to agreements for which agreement or any other liability at the Buyer or the Parent will have no liability after date of Closing, increased the rate or terms of compensation or benefits payable ARC's existing "inside" officers and directors shall execute and deliver a binding Indemnification and Hold Harmless Agreement at Closing relevant to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) abovesuch obligations.

Absence of Certain Changes or Events. Except as set forth disclosed in Section 4.6 5.7 of the Computone Disclosure Schedule or except as permitted by this AgreementStatement, since June 30April 4, 20011997, the Business has not neither Computone nor any of its Subsidiaries has: (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability (fixed or, to its knowledge, contingent), except normal trade or entered into any other transaction except business obligations incurred in the ordinary course of business; business and consistent with past practice, and except in connection with this Agreement and the transactions contemplated hereby; (cb) suffered discharged or satisfied any change in its businesslien, financial condition security interest or in its relationship with its suppliersencumbrance or paid any obligation or liability (fixed or contingent), customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; ; (fc) forgiven mortgaged, pledged or canceled subjected to any indebtedness owing to it lien, security interest or waived other encumbrance any claims of its assets or rights properties (other than mechanic's, materialman's and similar statutory liens arising by operation of material value; law, liens for current real and personal property taxes incurred but not yet due and payable, purchase money security interests arising as a matter of law between the date of delivery and payment and other liens of an immaterial nature); (gd) soldtransferred, leased, licensed leased or otherwise disposed of any of its assets other than sales of inventory or properties except in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgageor, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of business and consistent with past practice, acquired any assets or properties; (e) canceled or compromised any debt or claim, except in the ordinary course of business and consistent with past practice; (f) waived or released any rights of material value; (g) transferred or granted any rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade names, service marks or copyrights or with respect to any know-how; (h) made or granted any wage or salary increase applicable to any group or classification of employees generally, entered into any employment contract with, or made any loan to, or entered into any material transaction of any other nature with, any officer or employee of Computone or any of its businessSubsidiaries; (i) entered into any transaction, contract or commitment which provides for a period of performance which extends beyond twelve (12) months from the date hereof or involves payment of or receipt after the date hereof of amounts in excess of one percent of Computone's net sales for the year ended April 4, 1997, except (i) contracts listed in Section 5.13 of the Computone Disclosure Schedule, (ii) this Agreement and the transactions contemplated hereby, (iii) ordinary course of business contracts for the purchase of materials from vendors if such contracts are supported by firm released customer purchase orders, and (iv) ordinary course of business orders for Computone's products; or or (j) committed pursuant suffered any casualty loss or damage to a legally binding agreement to do any of the things set forth its properties (whether or not such loss or damage shall have been covered by insurance) which adversely affects in clause (b) and clauses (d) through (i) aboveany material respect its ability to conduct business.

Absence of Certain Changes or Events. Except as and to the extent set forth on the Financial Statements, to the extent contained in this Agreement, or as set forth in Section 4.6 on Schedule 4.1(v), between December 31, 2002 (the date of the Disclosure Schedule most recent Financial Statements) and the Closing, there will not be (i) any Material Adverse Change in the business, assets, properties, results of operations, financial condition or except as permitted prospects of P2i Newspaper or any of its Subsidiaries, (ii) any entry by this Agreement, since June 30, 2001, the Business has not (a) suffered P2i Newspaper or any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered of its Subsidiaries into any other material commitment or transaction except which is not in the ordinary course of business; (ciii) suffered any change by P2i Newspaper or any of its Subsidiaries in its businessaccounting principles or methods except insofar as may be required by a change in generally accepted accounting principles; (iv) any declaration, financial condition payment or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees setting aside for payment of any dividends or other third parties which individually distributions (whether in cash, stock or property) in the respect of capital stock of P2i Newspaper or any Subsidiary, or any direct or indirect redemption, purchase or any other type of acquisition by P2i Newspaper, or any direct or indirect redemption, purchase or any other type of acquisition by P2i Newspaper of any shares of its capital stock or any other securities for an aggregate would have a Material Adverse Effect; (d) other than sum not in excess of $20,000, except with respect to agreements for which the Buyer or payment to P2i Newspaper Shareholders in connection with the Parent will have no liability after Closing, increased the rate or terms exercise of compensation or benefits payable to or to become payable by it 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 employeesdissenter's rights; (ev) incurred any indebtedness for borrowed money agreement by P2i Newspaper, whether in writing or otherwise, to take any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Section 4.1 untrue or incorrect; (vi) any acquisition of the assets of P2i Newspaper, other than in the ordinary course of business and consistent with past practicepractice and not in excess of $20,000 in the aggregate; or (fvii) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed execution of any agreement with any executive officer of its assets other than sales of inventory P2i Newspaper providing for his or her employment, or any increase in the ordinary course compensation or in severance or termination benefits payable or to become payable by P2i Newspaper to its officers or key employees, or any material increase in benefits under any collective bargaining agreement or in benefits under any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, insurance or other plan or arrangement or understanding (whether or not legally binding) providing benefits to any present or former employee of business P2i Newspaper. Since the date of the Financial Statements, there has not been and consistent with past practice or dispositions of assets not material to the Business; (h) created best of P2i Newspaper's Knowledge there is not threatened, any material adverse change in financial condition, business, results of operations or assumed prospects of the business or any mortgage, lien, security interest material physical damage or other encumbrance on loss to any of the Assets, except for Permitted Liens; (i) entered into, amended properties or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any assets of the things set forth business or to the premises occupied in clause (b) and clauses (d) through (i) aboveconnection with the business, whether or not such loss is covered by insurance.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 Schedule 2.12 of the Representing Party's Disclosure Schedule Schedule, since April 30, 2005 (i) the businesses of the Representing Party and its Subsidiaries have been conducted in all material respects in the ordinary course consistent with past practice and (ii) there has not been: (a) a material adverse change in the assets, liabilities, business, results of operations, condition (financial or otherwise) or prospects of the Representing Party and its Subsidiaries, taken as a whole, or any event, occurrence or development which has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Representing Party; (b) any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of the Representing Party, or any repurchase, redemption or other acquisition by the Representing Party of any Representing Party securities; (c) any incurrence or assumption by the Representing Party of any indebtedness for borrowed money (or any renewals, replacements, or extensions that increase the aggregate commitments thereunder) except (i) in the ordinary and usual course of business consistent with past practice, or (ii) in connection with any capital expenditure permitted by Section 3.1, or (iii) any guarantee, endorsement, or other incurrence or assumption of liability (whether directly, contingently or otherwise) by the Representing Party for the obligations of any other Person; (d) any creation or assumption by the Representing Party of any Lien on any material asset of the Representing Party other than Permitted Liens (as permitted defined in Section 8.11); (e) any making of any loan, advance or capital contribution to or investment in any Person by the Representing Party other than loans or advances to employees, contractors or consultants of the Representing Party made in the ordinary and usual course of business consistent with past practice; (i) any contract or agreement entered into by the Representing Party on or prior to the date hereof relating to any material acquisition or disposition of any assets or business or (ii) any modification, amendment, assignment, termination or relinquishment by the Representing Party of any contract, license or other right (including any insurance policy naming it as a beneficiary or a loss payable payee) other than those contemplated by this Agreement; (g) any (i) grant of any severance or termination pay to any director, since June 30officer, 2001employee, consultant or contractor of the Business has not Representing Party; (aii) suffered entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer, employee, consultant or contractor of the Representing Party; (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements; or (iv) increase in compensation, bonus or other benefits payable to directors, officers, employees, consultants or contractors of the Representing Party other than, in the case of clause (iv) only, increases prior to the date hereof in compensation, bonus or other benefits payable to employees, consultants or contractors of the Representing Party in the ordinary and usual course of business consistent with past practice or merit increases in salaries of employees, consultants or contractors at regularly scheduled times in customary amounts consistent with past practices; (h) any adoption, entering into, amendment, alteration or termination of (partially or completely) any Benefit Plan or Employee Arrangement except as contemplated by this Agreement or to the extent required by applicable Law; (i) any (i) making or revoking of any election relating to Taxes (as hereinafter defined), (ii) settlement or compromise of any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or (iii) change to any material methods of reporting income or deductions for federal income tax purposes; (j) any capital expenditures in excess of $500,000 in the aggregate; (k) any lease, license or grant to any Person of any rights in any of the Representing Party's assets or properties; (l) any amendment of the certificate of incorporation or bylaws of the Representing Party; (m) any sufferance of any damage, destruction or casualty loss adversely affecting (whether or not covered by insurance) to any material assets of the Assets Representing Party; (n) any strike, slowdown or the Business; (b) incurred demand for recognition by a labor organization by or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assetsemployees of the Representing Party; (o) any issuance, or authorization for issuance, of any equity securities of the Representing Party, except for Permitted Liens; (i) entered intostock options issued to the Representing Party's officers, amended directors and employees pursuant to the Representing Party's existing stock option plans or terminated any Material Contract, Lease agreements or Permit (each as hereinafter defined) or any Assumed Liability except otherwise provided in the ordinary course Agreement; and (p) any resignation or termination of its business; employment of any officer, key consultant or (j) committed pursuant to employee of a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) aboveRepresenting Party.

Absence of Certain Changes or Events. Except (i) as otherwise set forth in Schedule 2.7 hereto, (ii) as set forth in Section 4.6 of the Disclosure Schedule RedEarth’s interim financial statements or except (iii) as permitted by otherwise expressly contemplated in this AgreementAgreement since August 31, since June 302017, 2001, the Business RedEarth has not (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except been operated only in the ordinary course of business; , and RedEarth has not: (ci) suffered any change Material Adverse Change in its businessworking capital, condition (financial condition or in its relationship with its suppliersotherwise), customersassets, distributorsliabilities, lessorsreserves, licensorsbusiness or operations; (ii) paid, licensees discharged or satisfied any material liability other third parties which individually or than in the aggregate would have a Material Adverse Effect; ordinary course of business; (diii) written off as uncollectible any account receivable other than with respect to agreements for which in the Buyer ordinary course of business; (iv) compromised any debts, claims or the Parent will have no liability after Closing, increased the rate rights or terms disposed of compensation or benefits payable to or to become payable by it 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 directorsproperties or assets other than in the ordinary course of business; (v) entered into any commitments or transactions not in the ordinary course of business involving aggregate value in excess of $5,000 or made aggregate capital expenditures or commitments in excess of $5,000; (vi) made any material change in any method of accounting or accounting practice; (vii) sold, officers assigned or key employees; (e) incurred transferred any indebtedness for borrowed money tangible asset other than in the ordinary course of business and consistent with past practice; or any patents, trademarks, trade names, copyrights or other intangible assets; (fviii) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of subjected any of its assets assets, tangible or intangible, to any lien, encumbrance or restriction of any nature whatsoever, except for liens for current property taxes not yet due and payable; (ix) increased any salaries, wages or employee benefits or made any arrangement for payment of any bonus or special compensation for any employee of RedEarth other than sales of inventory in the ordinary course of business and consistent with past practice business, or dispositions of assets not material made any loans or advances to, or guarantees for the benefit of, any Person; (x) hired, committed to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended hire or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except employee other than in the ordinary course of business; (xi) entered into any contract or agreement that prohibits it from freely engaging in any business or activities or from competing anywhere in the world, or using any intangible rights; (xii) redeemed or repurchased any equity security, or issued, sold or transferred any equity securities or any securities convertible, exchangeable or exercisable into other equity securities, or options or other rights to acquire its membership interests or other equity securities; (xiii) sold or otherwise transferred any interest in the Rights and Assets other than in the ordinary course of business; or or (jxiv) committed pursuant or agreed, whether in writing or otherwise, to a legally binding agreement to do take any of the things set forth foregoing actions described in clause (b) and clauses (d) through (i) abovethis Section 2.7.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 3.1(m) of the Company Disclosure Schedule or except as permitted by this AgreementSchedule, since June 30December 31, 2001, the Business 2005 (i) there has not (a) suffered been any damagechange, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except event involving a prospective change, in the ordinary course of business; (c) suffered any change in its business, financial condition or results of operations or, to the knowledge of the Company, prospects of Company or any of its Subsidiaries or in the relationship of Company or its relationship Subsidiaries with its respect to their employees, creditors, suppliers, customers, distributors, lessorscustomers or others with whom they have business relationships, licensorswhich has had, licensees or other third parties which individually or in the aggregate would have be reasonably likely to have, a Material Adverse Effect; Effect on Company, (dii) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering any Company and each of its directors, officers or key employees; (e) incurred any indebtedness for borrowed money other than Subsidiaries have conducted their respective businesses in the ordinary course of business and consistent with their past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of practices and neither Company nor any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice Subsidiaries has taken any action or dispositions of assets not material entered into any transaction, and, to the Business; (h) created knowledge of Company, no event has occurred, that would have required Commerce or assumed any mortgageSub’s consent pursuant to Section 4.1 of this Agreement if such action had been taken, lientransaction entered into or event had occurred, security interest in each case, after the date of this Agreement, nor has Company or other encumbrance on any of the Assetsits Subsidiaries entered into any agreement, except for Permitted Liens; (i) entered into, amended plan or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement arrangement to do any of the things foregoing, (iii) there have been no dividends or other distributions declared, set forth aside or paid in clause respect of Company Common Stock, nor has any action with respect to Company Common Stock proscribed by Section 4.1 of this Agreement occurred or been taken, and (biv) Company and clauses (d) through (i) aboveits Subsidiaries have not entered into any employment contract with any director, officer or salaried employee, paid any or made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any of their officers, employees or directors, increased the rate of compensation, if any, or instituted or made any material increases in any officer’s, employee’s or director’s welfare, retirement or similar plan or arrangement, other than annual and merit increases made in accordance with past practices and procedures.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of on the Company Disclosure Schedule or except as permitted by this AgreementSchedule, since June 30December 31, 20012003, the Company has conducted the Business only in the ordinary course and has not not: (a) suffered any damagematerial adverse change in condition (financial or otherwise), destruction (including, without limitation, any change in its premium or casualty loss adversely affecting the Assets other revenues, claims or the Business; other costs including IBNR, or relations with governmental authorities, Members, Providers, Payors, or any of its employees, agents, underwriters, or others); (b) incurred or discharged any indebtedness, obligation or other liability (contingent or entered into any other transaction except in the ordinary course of business; (c) suffered any change in its businessotherwise), financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; business consistent with its past practice and, to the Company’s Knowledge, there does not exist a set of circumstances that could reasonably be expected to result in any such indebtedness, obligation or liability; (jc) committed pursuant failed to pay any medical claim liability or indebtedness when due (subject to its right to challenge such liability or indebtedness in good faith); (d) created, permitted or allowed any Security Interest with respect to the Assets (except Permitted Encumbrances and liens which the Company will cause to be discharged and released as of the Closing Date); (e) made any material increase in the compensation payable by the Company (or for which the Company may have any liability) to any Provider except as set forth in writing in a legally binding agreement Provider Contract; (f) except for Provider Contracts, executed, amended, or terminated any Material Agreement to do which it is or was a party or by which any of the things set forth Assets are bound or affected; amended, terminated or waived any of its material rights thereunder; or received notice of termination, amendment, or waiver of any Material Agreement or any material rights thereunder; (g) instituted, settled, or agreed to settle, any litigation, action, or proceeding before any Governmental Entity; (h) entered into any agreement or made any commitment to take any of the types of action described in clause (b) and clauses (dsubsections 4.19(a) through 4.19(g) above; or (i) abovereceived any adverse communications or reports or any notifications from a Payor regarding a change to any Payor Contract.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 3.9 of the Company Disclosure Schedule Schedule, and as contemplated or except as permitted by this Agreementexpressed herein, since June 30December 31, 2001, the Business has not 2006: (a) suffered the Company has not incurred any damageliability or obligation (indirect, destruction direct or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability contingent), or entered into any oral or written agreement or other transaction except transaction, that is not in the ordinary course of business; business or that would result in a Material Adverse Effect on the Company; (b) the Company has not sustained any loss or interference with its business or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance) that has had, or would result in, a Material Adverse Effect on the Company; (c) suffered there has been no dividend or distribution of any change in kind declared, paid or made by the Company on any class of its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; stock; (d) there has not been, (i) any change by the Company in its accounting methods, principles or practices, (ii) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with respect past practice, and (iii) any entry by the Company into any commitment or transaction material to agreements for which the Buyer or the Parent will have no liability after ClosingCompany, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than except in the ordinary course of business and consistent with past practice; ; (fe) forgiven there has not been (i) any adoption of a new Company Plan (as hereinafter defined), (ii) any amendment to a Company Plan, (iii) any granting by the Company to any executive officer or canceled any indebtedness owing to it or waived any claims or rights other key employee of material value; (g) sold, leased, licensed or otherwise disposed the Company of any of its assets other than sales of inventory increase in compensation, except in the ordinary course of business and consistent with past practice or dispositions of assets not material prior practice, (iv) any granting by the Company to the Business; (h) created or assumed any mortgage, lien, security interest such executive officer or other encumbrance on key employee of any increase in retention, severance, termination, or similar arrangements or agreements in effect as of the Assetsdate of the most recent financial statements or (v) any entry by the Company into any employment, except for Permitted Liens; (i) entered intoseverance, amended retention, termination, similar arrangement or terminated agreement with any Material Contract, Lease such executive officer or Permit (each as hereinafter defined) or any Assumed Liability other key employee except in the ordinary course of its business; business consistent with prior practice; (f) there has not been any change in the amount or (j) committed pursuant to a legally binding agreement to do any terms of the things indebtedness of the Company other than in the ordinary course of business; (g) there has not been any granting of a security interest in or lien on any property or assets of the Company; and (h) there has been no event causing a Material Adverse Effect on the Company, nor any set forth of circumstances that would, individually or in clause (b) and clauses (d) through (i) abovethe aggregate, result in a Material Adverse Effect on the Company.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 Schedule 2.6, since December 31, 2002, (i) the business of the Disclosure Schedule or except as permitted by this AgreementCompany and the Subsidiaries has been carried on only in the ordinary and usual course, since June 30, 2001, the Business and (ii) there has not occurred any change, effect, occurrence or action which has resulted or would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, provided, however, that any change, effect, occurrence or action relating to or arising from any item set forth in Schedule 2.6 shall not constitute, give rise to or be considered to be a Material Adverse Effect. Except as set forth in the Company SEC Reports, Draft Form 10-K or in Schedule 2.6, between December 31, 2002 and the date hereof, there has not been: (a) suffered any circumstance or event that, by itself or in conjunction with all other circumstances or events, whether or not arising in the ordinary and usual course of business, has had or would reasonably be expected to have a Material Adverse Effect; (b) any contingent liability incurred by the Company or any Subsidiary as guarantor or otherwise with respect to the obligations of others or any cancellation of any material debt or claim owing to, or waiver of any material right of, the Company or any Subsidiary; (c) any mortgage, encumbrance or lien placed on any of the properties of the Company or any Subsidiary; (d) any issuance by the Company or any Subsidiary of any capital stock or other security or other right convertible into, or exercisable or exchangeable for, capital stock; (e) any purchase, sale or other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, of any of the properties or assets of the Company or any Subsidiary other than in the ordinary and usual course of business; (f) any damage, destruction or casualty loss adversely loss, whether or not covered by insurance, affecting the Assets properties, assets or business of the Company or any Subsidiary which has, had or would reasonably be likely to have a Material Adverse Effect; (g) any declaration, setting aside or payment of any dividend by the Company or any Subsidiary, or the Business; making of any other distribution in respect of its capital stock, or any direct or indirect redemption, purchase or other acquisition by the Company or any Subsidiary of its own capital stock; (bh) other than in the ordinary and usual course of business (i) any labor trouble or claim of unfair labor practices involving the Company or any Subsidiary, (ii) any change in the compensation payable or to become payable by the Company or any Subsidiary to any of its officers, employees, agents or independent contractors, or (iii) any bonus payment or arrangement made to or with any of such officers, employees, agents or independent contractors; (i) any adverse change with respect to the employment of ***; (j) any payment or discharge of a material lien or liability of the Company or any Subsidiary which was not shown on the Balance Sheet or incurred or discharged in the ordinary and usual course of business thereafter; (k) any obligation or liability incurred by the Company or entered into any Subsidiary to any of its officers, directors, stockholders or employees, or any loans or advances made by the Company or any Subsidiary to any of its officers, directors, stockholders or employees, except normal compensation and expense allowances payable to officers or employees; (l) any change in the outside auditors or the accounting methods or practices, credit practices or collection policies used by the Company or any Subsidiary; (m) any other transaction except in entered into by the ordinary course of business; (c) suffered Company or any change in its business, financial condition Subsidiary which has or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would reasonably be likely to have a Material Adverse Effect; or (dn) other than with respect any agreement or understanding whether in writing or otherwise, for the Company or any Subsidiary to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on take any of the Assets, except for Permitted Liens; actions specified in paragraphs (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (da) through (im) aboveabove other than this Agreement and the Transaction Documents.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 Since the end of the Disclosure Schedule or except as permitted period covered by each Party's audited financial statements provided under this Agreement, since June 30, 2001, (i) the Business has not (a) suffered any damage, destruction or casualty loss adversely affecting businesses of the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except Representing Party and its Subsidiaries have been conducted in all material respects in the ordinary course of business; and (cii) suffered any there has not been: (a) a material adverse change in its the assets, liabilities, business, results of operations, condition (financial condition or in otherwise) or prospects of the Representing Party and its relationship with its suppliersSubsidiaries, customerstaken as a whole, distributorsor any event, lessorsoccurrence or development which has had or could reasonably be expected to have, licensors, licensees or other third parties which individually or in the aggregate would have aggregate, a Material Adverse Effect; Effect on the Representing Party and its Subsidiaries, taken as a whole; (db) other than with respect to agreements for which the Buyer any declaration, setting aside or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms payment of any bonus, pension dividend or other employee benefit plan covering distribution in respect of any shares of its directorscapital stock of the Representing Party, officers or key employees; any repurchase, redemption or other acquisition by the Representing Party of any Representing Party securities; (ec) incurred any incurrence or assumption by the Representing Party of any indebtedness for borrowed money other than (or any renewals, replacements, or extensions that do not increase the aggregate commitments thereunder) except (i) in the ordinary and usual course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions (ii) in connection with any capital expenditure permitted by Section 4.1 or Section 4.2, as applicable, or (iii) any guarantee, endorsement, or other incurrence or assumption of assets not liability (whether directly, contingently or otherwise) by the Representing Party for the obligations of any other person; (d) any creation or assumption by the Representing Party of any material Lien on any material asset of the Representing Party other than Permitted Liens; (e) any making of any loan, advance or capital contribution to or investment in any person by the Representing Party other than loans or advances to employees, contractors or consultants of the Representing Party made in the ordinary and usual course of business consistent with past practice; (f) (i) any contract or agreement entered into by the Representing Party on or prior to the Businessdate hereof relating to any material acquisition or disposition of any assets or business or (ii) any modification, amendment, assignment, termination or relinquishment by the Representing Party of any contract, license or other right (including, any insurance policy naming it as a beneficiary or a loss payable payee) that does or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Representing Party, other than those contemplated by this Agreement; (g) any (i) grant of any severance or termination pay to any director, officer, employee, consultant or contractor of the Representing Party; (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer, employee, consultant or contractor of the Representing Party; (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements; or (iv) increase in compensation, bonus or other benefits payable to directors, officers, employees, consultants or contractors of the Representing Party other than, in the case of clause (iv) only, increases prior to the date hereof in compensation, bonus or other benefits payable to employees, consultants or contractors of the Representing Party in the ordinary and usual course of business consistent with past practice or merit increases in salaries of employees, consultants or contractors at regularly scheduled times in customary amounts consistent with past practices; (h) created any adoption, entering into, amendment, alteration or assumed termination of (partially or completely) any mortgageBenefit Plan or Employee Arrangement except as contemplated by this Agreement or to the extent required by applicable Law; (i) any (i) making or revoking of any material election relating to Taxes (as hereinafter defined), lien(ii) settlement or compromise of any material claim, security interest action, suit, litigation, proceeding, arbitration, investigation, audit or other encumbrance on controversy relating to Taxes, or (iii) change to any material methods of reporting income or deductions for federal income tax purposes; (j) any capital expenditures in excess of $25,000 individually and in excess of $100,000 in the aggregate; (k) any lease, license or grant to any Person of any rights in any of the AssetsRepresenting Party's assets or properties; (l) any amendment of the certificate of incorporation or bylaws of the Representing Party; (m) any sufferance of any material damage, except destruction or loss (whether or not covered by insurance) to any material assets of the Representing Party; or (n) any strike, slowdown or demand for Permitted Liens; (i) entered into, amended recognition by a labor organization by or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant with respect to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) aboveemployees of the Representing Party.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 Since the date of the Disclosure Schedule or except as permitted by this AgreementBalance Sheet, since June 30(i) the business of the Company has been conducted, 2001in all material respects, the Business has not (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; business consistent with past practice, and (cii) suffered any change in its businessthere has been no event, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have occurrence of facts that constitutes a Material Adverse Effect; . Since the date of the Balance Sheet and as of the date hereof, except as disclosed in Section 2.8 of the Disclosure Schedule, the Company has not: (a) amended or otherwise changed its certificate of incorporation or bylaws or equivalent organizational documents, (b) issued or sold any shares of capital stock of the Company, or any options, warrants, convertible securities or other rights of any kind to acquire any such shares, (c) declared, set aside, made or paid any dividend or other distribution, payable in stock, property or otherwise (other than the payment of dividends to Seller solely in cash), or made any other payment on or with respect to any of its capital stock, (d) reclassified, combined, split, subdivided or redeemed, or purchased or otherwise acquired, directly or indirectly, any of its capital stock or made any other than change with respect to agreements for which the Buyer or the Parent will have no liability after Closingits capital structure, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred acquired any indebtedness for borrowed money corporation, partnership, limited liability company, other business organization or division thereof, or acquired any other assets other than in the ordinary course of business and consistent with past practice; business, (f) forgiven adopted a plan of complete or canceled any indebtedness owing to it partial liquidation, dissolution, merger, consolidation or waived any claims or rights recapitalization of material value; the Company, (g) soldincurred any Indebtedness other than Closing Date Dischargeable Indebtedness, leased(h) entered into any Material Contract other than as disclosed in Section 2.17(c) of the Disclosure Schedule, licensed (i) authorized, or made any commitment with respect to, any single capital expenditure that is in excess of $10,000 or capital expenditures that are, in the aggregate, in excess of $25,000, (j) failed to exercise any rights of renewal with respect to any material Leased Real Property that by its terms would otherwise disposed expire (all such exercises being disclosed in Section 2.8 of the Disclosure Schedule), (k) granted or announced any increase in the salaries, bonuses or other benefits payable by the Company to any of its assets employees other than sales of inventory in the (1) ordinary course of business and consistent increases not inconsistent with past practice not in excess of $5,000 individually or dispositions $25,000 in the aggregate, (2) as required by the terms of assets not material to the Business; (hany Employee Plan listed in Section 2.11(a) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; Disclosure Schedule or (i3) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its businessrequired by Applicable Law; or (jl) committed pursuant to a legally binding agreement to do made any change in any method of the things set forth in clause (b) and clauses (d) through (i) aboveaccounting or accounting practice or policy, except as required by GAAP.

Absence of Certain Changes or Events. Except as set forth disclosed in Section 4.6 the SEC ------------------------------------ Documents filed and publicly available (either on the XXXXX system or by delivery to the Purchaser) prior to the date of this Agreement (the "Filed SEC Documents"), since the date of the Disclosure Schedule or except as permitted by this Agreementmost recent audited financial statements included in the Filed SEC Documents, since June 30, 2001, the Business there has not been (ai) suffered any declaration, setting aside or payment of any dividend or distribution (whether in cash, stock or property) with respect to any of the Company's capital stock, (ii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iii) any damage, destruction or casualty loss adversely affecting of property, whether or not covered by insurance, that has or is likely to have a material adverse effect on the Assets or the Business; Company and its subsidiaries taken as a whole, (biv) incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; (c) suffered any change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities, or business, financial condition except insofar as may have been required by a change in GAAP, (v) any material adverse effect on the Company and its subsidiaries taken as a whole, (vi) any amendment, waiver or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees compromise of a material right of the Company or other third parties which individually or in obligation owed to the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering Company under any of its directorsthe Material Contracts (as defined below), officers (vii) any written notice from the SEC in connection with any investigation or key employees; (e) incurred any indebtedness for borrowed money other than in action by the ordinary course of business and consistent with past practice; (f) forgiven SEC which investigation or canceled any indebtedness owing action seeks to, or could reasonably be expected to it or waived any claims or rights of material value; (g) soldresult in, leased, licensed or otherwise disposed the restatement by the Company of any of its assets other than sales of inventory in the ordinary course of business current or previously disclosed financial statements, and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on actual knowledge of any of the Assetsexecutive officers of the Company ("Knowledge"), except for Permitted Liens; (i) entered intono such investigation or action has been threatened by, amended or terminated is being considered by, the SEC and no facts or circumstances exist that could reasonably be expected to result in any Material Contractsuch investigation, Lease action or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course restatement of its business; financial statements, or (jviii) committed pursuant to a legally binding agreement to do any discussion except as otherwise disclosed with any representative of any entity regarding the consolidation or merger of the things set forth Company with or into any such entity, regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company to such entity, regarding any transactions in clause (b) and clauses (d) through (i) abovewhich more than 50% of the voting power of the Company is disposed of, or regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Absence of Certain Changes or Events. Except as disclosed in the Company Reports, since the Company Audit Date, there has been no event or set of circumstances that has resulted in or would be reasonably likely to result in a Company Material Adverse Effect. Except as disclosed in the Company Reports or as set forth in Section 4.6 of the Disclosure on Schedule or except as permitted by this Agreement2.7, since June 30, 2001the Company Audit Date, the Business Company and each of its Subsidiaries has conducted its business in the ordinary course of business, and has not (a) suffered paid any damagedividend or distribution in respect of, destruction or casualty loss adversely affecting redeemed or repurchased any of, its capital stock other than the Assets Company’s repurchase of unvested shares, at the original purchase price paid per share, from terminating employees or the Businessconsultants; (b) incurred loss of, or discharged significant injury to, any obligation of the material Assets, whether as the result of any natural disaster, labor trouble, accident, other casualty, or otherwise; (c) incurred, or become subject to, any material liability (absolute or entered into any other transaction contingent, matured or unmatured, known or unknown), and knows of no basis for such liabilities, except current liabilities incurred in the ordinary course of business; (cd) suffered mortgaged, pledged or subjected to any change Encumbrance any of its Assets; (e) sold, exchanged, transferred or otherwise disposed of any of its Assets except in its the ordinary course of business, financial condition or canceled any debts or claims; (f) written down the value of any Assets or written off as uncollectible any accounts receivable, except write downs and write-offs in its relationship with its suppliersthe ordinary course of business, customersnone of which, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effectaggregate, are material; (dg) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms of entered into any bonus, pension or other employee benefit plan covering any of its directors, officers or key employees; (e) incurred any indebtedness for borrowed money transactions other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Businessbusiness; (h) created made any change in any method of accounting or assumed any mortgage, lien, security interest accounting practice; or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated made any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things foregoing, other than negotiations with CIENA and its representatives regarding the transactions contemplated by this Agreement. Since the Company Audit Date, except as disclosed in the Company Reports or set forth in clause Schedule 2.7, there has not been: (a) any change in the financial condition, assets, liabilities, personnel policies or practices, or contracts or business of the Company or any of its Subsidiaries or in its relationships with suppliers, customers, licensors, licensees, distributors, lessors or others, except changes on the ordinary course of business (it being understood that the Company has incurred losses from operations); (b) any increase in the compensation or benefits payable or to become payable by the Company to any of the directors, officers, consultants or employees of the Company, other than salary increases in connection with customary performance reviews and clauses customary bonuses consistent with past practices; (c) any discharge or satisfaction of any Lien or payment of any liability or obligation other than current liabilities in the ordinary course of business; or (d) through (i) aboveany agreement to do any of the foregoing, other than negotiations with CIENA and its representatives regarding the transactions contemplated by this Agreement.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the Disclosure Schedule or except as permitted by this Agreement, since June 30, 2001, the Business has not (a) suffered any Between the date of the Latest Balance Sheet and the date hereof, there has been: (i) no change, event or development that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and (ii) no material damage, destruction destruction, loss or casualty loss claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Assets LLC Interests or the Business; . (b) incurred or discharged any obligation or liability or Between the date of the Latest Balance Sheet and the date hereof, the Company has conducted the Business in all material respects in, and has not entered into any material transaction other transaction except than in accordance with, the ordinary course of business; business consistent with past practice. Between the date of the Latest Balance Sheet and the date hereof, the Company has not: (ci) suffered made any fundamental change in its business, financial condition the Business or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in operations of the aggregate would have a Material Adverse Effect; (d) other than Company with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it Business; (ii) adopted any amendment to its directors, officers certificate of formation or key employees or increased the rate or terms of any bonus, pension operating agreement or other employee benefit plan covering applicable governing documents; (iii) sold, pledged, leased, disposed of, granted or encumbered any of its directorsproperty, officers including the Property, or key employees; any of its assets or equity interests in any other Person, except for (eA) incurred any indebtedness for borrowed money other than sales of current assets in the ordinary course of business and consistent with past practice; , (fB) forgiven Permitted Encumbrances and (C) other sales that do not exceed, individually or in the aggregate, $50,000; (iv) exercised any option to purchase, sell or lease (whether as lessor or lessee) real property or any option to extend a Lease; (v) incurred, assumed, or modified any Indebtedness; (vi) canceled any indebtedness owing debts owed to it or waived claims held by the Company with respect to the Business (including the settlement of any claims or rights of material value; (glitigation) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory debts owed or claims held which do not exceed $10,000, or in the ordinary course of business and consistent with past practice practice; (vii) other than as required by applicable Law or dispositions the terms of a Material Contract, terminated any Contract that would have been a Material Contract if it were in effect on the date of this Agreement; (viii) subjected any of its properties, assets not material or equity interests to a Lien, other than Permitted Encumbrances and Liens in existence on the date hereof; (ix) failed to maintain the existing insurance coverage relating to the Business; Real Property; (hx) created authorized for issuance, issued, sold or assumed delivered (A) any mortgageequity or voting interest in the Company or (B) any securities convertible into, lienexchangeable for, security or evidencing the right to subscribe for or acquire either (1) any equity or voting interest in, the Company, or (2) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any equity or voting interest in the Company; (xi) split, combined, redeemed, reclassified, purchased or otherwise acquired, directly or indirectly, any equity or voting interest in, the Company, or made any other encumbrance on change in the capital structure of the Company; (xii) acquired any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions; (xiii) made any capital expenditure or commitment therefor, entered into any capital leases or otherwise acquired any assets or properties except in accordance with the capital expenditure budget included in Section 4.5 of the Seller Disclosure Letter; (xiv) modified or rescinded any of the AssetsCompany Permits, or failed to use good faith efforts to obtain any renewal or extension, as may be required by Law, of any Company Permits; (xv) subjected the Company to any bankruptcy, receivership, insolvency or similar proceedings; (xvi) made any change in any method of accounting or auditing practice other than those required by GAAP; (xvii) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return, took any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods which would have the effect of deferring income to periods for which Buyer is liable pursuant to Section 6.12 or accelerating deductions to periods for which the Company is liable pursuant to Section 6.12); (xviii) made any election or take any action that was inconsistent with treating the Company as an entity disregarded as separate from its owner within the meaning of Treasury Regulation § 000-0000-0; (xix) made any loans, advances or capital contributions to, or investments in, any other Person; (xx) entered into any transaction with any Affiliated Person or made any dividend or distribution to an equityholder of the Company (other than payments of cash dividends or distributions to Seller); (xxi) adopted or, except for Permitted Liens; (i) entered intoas required by applicable Law, amended or terminated any Material Contract, Lease or Permit Company Benefit Plan; (each xxii) except (A) as hereinafter defined) required by any Contract or any Assumed Liability except Company Benefit Plan, in the ordinary course of its business; each case, as in effect at such time or (jB) as required by applicable Law at such time, awarded or increased any bonuses, salaries, or other compensation to any Employee, or entered into or amended or modified any employment, severance or similar Contract with any Employee; (xxiii) terminated the employment of or hire any person whose annual compensation exceeds or is reasonably expected to exceed $50,000; or (xxiv) authorized, committed pursuant or agreed to a legally binding agreement to do take any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing actions.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 on Schedule 4.7 of the Disclosure Schedule or Schedules, since December 31, 2014, the Company and the Seller have conducted the business of the Company only in the ordinary course consistent with past practice and there has been no Material Adverse Effect. Without limiting the foregoing, except as permitted by this Agreementset forth on Schedule 4.7 of the Disclosure Schedules, since June 30December 31, 20012014, the Business Company has not (a) suffered purchased or redeemed any damageof its securities (including shares of Common Stock), destruction or casualty loss adversely affecting the Assets granted or the Business; issued any option, warrant or other right to purchase or acquire any such securities, (b) incurred paid, cancelled, incurred, waived, settled, discharged or discharged satisfied any obligation or Debt, claim, action, liability or entered into any other transaction obligation (whether absolute, accrued, contingent or otherwise), except in the ordinary course of business; business consistent with past practice, (c) suffered encumbered any change in of its businessproperties or assets, financial condition tangible or in its relationship with its suppliersintangible, customers, distributors, lessors, licensors, licensees or other third parties which individually or except for Encumbrances incurred in the aggregate would have a Material Adverse Effect; ordinary course of business consistent with past practice, (d) granted any increase in the salaries or other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to, or any advance or loan to its directorsthe Seller or any current or former officer, officers director, employee or key employees or increased independent contractor of the rate or terms of any bonus, pension or other employee benefit plan covering any of its directors, officers or key employees; Company (e) incurred any indebtedness for borrowed money other than increases in base salary for employees other than officers not in excess of five percent (5%) per employee made in the ordinary course of business and consistent with past practice; ), (e) entered into (or amended) any employment, severance or similar agreement with any current or former director, officer, employee or independent contractor, or hired any new employee (other than to replace a terminated employee) or terminated any employee, (f) forgiven adopted, amended or canceled terminated any indebtedness owing Benefit Plan or any arrangement that would be a Benefit Plan if it was in effect on the date of this Agreement or failed to it or waived make contributions to any claims or rights of material value; Benefit Plan in accordance with its terms and applicable law, (g) suffered any change or, to the knowledge of the Seller or the Company, received any threat of any change in any of its relations with, or any loss or, to the knowledge of the Seller or the Company, threat of loss of, any of the suppliers, clients, distributors, customers or employees that are material to the business of the Company, including any threat made on or prior to the Closing Date of any loss or change which may result from the transactions contemplated by this Agreement, (h) disposed of or failed to keep in effect any rights in, to or for the use of any franchise, license, permit or certificate material to the business of the Company, (i) materially changed the accounting principles, methods or practices of the Company or the business, (j) disposed of or failed to keep in effect any rights in, to or for the use of any of the Intellectual Property Rights material to the business of the Company, (k) sold, leased, licensed transferred or otherwise disposed of any assets, properties or rights of its assets other than sales any of the business of the Company, except inventory sold in the ordinary course of business and consistent with past practice practice, (l) entered into any transaction, agreement or dispositions of assets not material to arrangement with the Business; (h) created Seller or assumed any mortgagedirector, lienofficer, security interest employee or other encumbrance on any affiliate of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) Company or any Assumed Liability except “associates” (as defined in the rules and regulations of the Securities and Exchange Commission) of the Company other than the payment of salaries to employees in the ordinary course of business, (m) changed or modified in any manner its business; existing capital expenditure policies, procedures and practices, including the deferral of any capital expenditures contemplated by the Company’s current budget or operating plans, (n) changed or modified in any manner its existing credit, collection and payment policies, procedures and practices with respect to accounts receivable and accounts payable, respectively, including acceleration of collections of receivables, failure to make or delay in making collections of receivables (whether or not past due), acceleration of payment of payables or failure to pay or delay in payment of payables, (o) incurred any material damage, destruction, theft, loss or business interruption, (p) made any declaration, payment or setting aside for payment of any dividend or other distribution (whether in cash, equity or property) with respect to any securities of the Company (except for distributions of Cash effected prior to the Closing), (q) made, changed or revoked any material Tax election, changed (or made a request to any Taxing Authority to change) any material aspect of its method of accounting for Tax purposes, or received a ruling, entered into any closing agreement, settlement or compromise of any claim or assessment, in each case, in respect of Taxes, (r) waived or released any material right or claim of the Company or incurred any modifications, amendments or terminations of any Contracts which are in the aggregate materially adverse to the Company, or (js) committed pursuant to a legally binding agreement agreed to do any of the things set forth in clause (b) and clauses (da) through (ir) above.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 4.8 of the USW Disclosure Schedule or Letter, and except as permitted by this Agreementreflected in the USW Financial Statements, since June 30the Balance Sheet Date, 2001USW and the USW Entities have conducted their respective businesses in the ordinary course and in a manner consistent with past practices, the Business has not and have not: (a) suffered any event or occurrence that has had or could reasonably be expected to have a USW Material Adverse Effect; (b) suffered any damage, destruction or casualty loss loss, whether covered by insurance or not, adversely affecting the Assets its properties or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; ; (c) suffered granted any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or increase in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers USW or key employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering any of its directorsthe USW Entities to their respective officers, officers employees, consultants or key employees; (e) incurred any indebtedness agents except for borrowed money other than compensation increases granted in the ordinary course of business and in a manner consistent with past practice; practices to the non-officer employees of USW and the USW Entities in connection with such employees' annual performance review; (d) declared, set aside or paid any dividend or made any other distribution on or in respect of the shares of its capital stock or declared any direct or indirect redemption, retirement, purchase or other acquisition of such shares, except for purchases of stock from terminated non-officer employees in the ordinary course of business and in a manner consistent with past practices, as itemized in Section 4.8(d) of the USW Disclosure Letter; (e) issued any shares of its capital stock or any warrants, rights, or options for, or entered into any commitment relating to such capital stock, except for issuances made in the ordinary course of business and in a manner consistent with past practices (including issuances made upon exercises and conversions of employee stock options) as described in Section 4.8(e) of the USW Disclosure Letter; (f) forgiven made any change in the accounting methods or canceled practices it follows, whether for general financial or tax purposes, or any indebtedness owing to it change in depreciation or waived any claims amortization policies or rights of material value; rates; (g) sold, leased, abandoned or otherwise disposed of any real property or machinery, equipment or other operating property except in the ordinary course of business and in a manner consistent with past practices and in an amount that is not material to USW; (h) sold, assigned, transferred, licensed or otherwise disposed of any patent, trademark, trade name, brand name, copyright (or pending application for any patent, trademark or copyright), invention, work of its assets authorship, process, know-how, formula or trade secret or interest thereunder or other than sales material intangible asset, except for non-exclusive licenses which were granted in the ordinary course of inventory business and in a manner consistent with past practices and in an amount that is not material to USW; (i) entered into any material commitment or transaction (including without limitation any borrowing or capital expenditure) except as set forth on Section 4.8(i) of the USW Disclosure Letter; (j) incurred any liability, except in the ordinary course of business and consistent with past practice and except as set forth on Section 4.8(j) of the USW Disclosure Letter; (k) permitted or dispositions allowed any of its property or assets not material to the Business; (h) created or assumed be subjected to any mortgage, deed of trust, pledge, lien, security interest or other encumbrance on of any of the Assetskind, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except liens for current taxes not yet due and purchase money security interests incurred in the ordinary course of business; (l) made any capital expenditure or commitment for additions to property, plant or equipment which were in excess of One Hundred Thousand dollars ($100,000) in the aggregate, except as set forth on Section 4.8(l) of the USW Disclosure Letter; (m) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets to, or entered into any agreement or arrangement with any of its business; officers, directors or (j) committed pursuant to a legally binding agreement to do shareholders or any affiliate of any of the things foregoing, other than employee compensation and benefits and reimbursement of employment related business expenses incurred in the ordinary course of business; (n) increased or established any reserve for Taxes or any other liability which, if paid in full, would have a USW Material Adverse Effect except as set forth in clause on Section 4.8(n) of the USW Disclosure Letter; (bo) and clauses waived any rights material to USW or any USW Entity; (dp) through taken any action to (i) aboveamend its Certificate of Incorporation, By-Laws or Governing Documents or (ii) liquidate, dissolve, merge, consolidate, restructure, recapitalize or reorganize USW or any USW Entity; or (q) entered into any agreement, contract, commitment or arrangement to take any of the actions (i) described in this Section 4.8 or (ii) which would constitute a breach of any of the representations or warranties of USW contained in this Agreement, or authorized, recommended, proposed or announced an intention to take any such action.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the Disclosure Schedule or except as permitted by this Agreement, since June 30, 2001, the Business has not (a) suffered Since the Applicable Date, there has not been: (i) any event, circumstance or change that had or might have a material adverse effect on the business, operations, prospects, Properties, financial condition or working capital of SSRG; (ii) any damage, destruction or casualty loss adversely affecting (whether or not covered by insurance) that had or might have a material adverse effect on the Assets business, operations, prospects, Properties or the Businessfinancial condition of SSRG; or (iii) Any material adverse change in SSRG’s sales patterns, pricing policies, accounts receivable or accounts payable. (b) incurred Since the Applicable Date, SSRG has not: (i) merged into or discharged any obligation with or liability or entered into consolidated with, any other transaction corporation or acquired the business or assets of any Person; (ii) purchased any securities of any Person; (iii) created, incurred, assumed, guaranteed or otherwise become liable or obligated with respect to any Liabilities, or made any loan or advance to, or any investment in, any person, except in each case in the ordinary course of business; ; (civ) suffered made any change in its businessany existing election, financial condition or in its relationship with its suppliersmade any new election, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for any tax law in any jurisdiction which election could have an effect on the Buyer tax treatment of SSRG or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; MSC’s business operations; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (iv) entered into, amended or terminated a Contract; (vi) sold, transferred, leased, mortgaged, encumbered or otherwise disposed of, or agreed to sell, transfer, lease, mortgage, encumber or otherwise dispose of, any Material Properties. (vii) settled any claim or litigation, or filed any motions, orders, briefs or settlement agreements in any proceeding before any Governmental Authority or any arbitrator; (viii) incurred or approved, or entered into any Contract, Lease agreement or Permit commitment to make, any expenditure in excess of $500,000; (each as hereinafter definedix) maintained its Records and/or any other books of account other than in the usual, regular and ordinary manner in accordance with the IFRS and on a basis consistent with prior periods or made any Assumed Liability except change in any of its accounting methods or practices that would be required to be disclosed under the IFRS; (x) granted any increase in the compensation payable or to become payable to directors, officers or employees (including, without limitation, any such increase pursuant to any bonus, profit-sharing or other plan or commitment); (xi) suffered any extraordinary losses or waived any rights of material value; (xii) made any payment to any Affiliate or forgiven any indebtedness due or owing from any Affiliate to SSRG; (xiii) engaged in any one or more activities or transactions with an Affiliate or outside the ordinary course of business; (xiv) declared, set aside or paid any dividends, or made any distributions or other payments in respect of its businessequity securities, or repurchased, redeemed or otherwise acquired any such securities; (xv) amended its Memorandum of Association or Articles of Association; (xvi) issued any capital stock or other securities, or granted, or entered into any agreement to grant, any options, convertible rights, other rights, warrants, calls or agreements relating to its capital stock; or (xvii) agreed or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 SCHEDULE 3.23, since February 18, 2000, the date of the Disclosure Schedule or except as permitted by this AgreementLetter of Intent (the "Letter of Intent") between BioQuest and Biokeys, since June 30, 2001, Biokeys has conducted its operations and business only in the Business ordinary course and has not not: (a) suffered either any damageMaterial Adverse Effect with respect to its financial condition, destruction results of operations or casualty loss adversely affecting the Assets business or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except in event or condition of any character that might reasonably be expected to have a Material Adverse Effect on its business or prospects, including any liability, loss, damage or expense outside the ordinary course of business; ; (cb) suffered any change in its businessloss or prospective loss of one or more dealers, financial condition suppliers or in its relationship with its suppliers, customers, distributorsor altered any contractual arrangement with any one or more of its dealers, lessorssuppliers or customers, licensorsthe loss or alteration of which, licensees or other third parties which either individually or in the aggregate aggregate, would have a Material Adverse Effect; ; (c) made any capital expenditure or commitments for the acquisition or construction of any single item of property, plant or equipment in excess of $1,000; (d) other than with respect amended or terminated any lease, contract or material commitment to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; Biokeys is a party; (e) incurred entered into any indebtedness for borrowed money transaction not in the ordinary course of business or otherwise inconsistent in any respect with the past practices or conduct of its business of Biokeys; (f) sold any accounts receivable, disposed of any inventories other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled accrued any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory liabilities not in the ordinary course of business and consistent with past business; (g) changed any material accounting principle, material procedure or material practice or dispositions of assets not material to the Business; followed by Biokeys; (h) created incurred any indebtedness for borrowed money; (i) created, assumed or assumed permitted to exist any mortgage, lien, pledge, security interest interest, encumbrance or other encumbrance mortgage of any kind on any of the Assetsassets; (j) acquired the securities or substantially all of its assets of any other entity; (k) merged or consolidated with any entity; (l) established or agreed to establish any pension, retirement, profit-sharing, deferred compensation or other employee benefit or welfare plan for the employees of Biokeys; (m) entered into any employment or similar contract with any officer or employee, or granted any bonuses or salary increases to any officer or employee except for Permitted Liens; normal cost-of- living escalations related to increases in the Consumer Price Index; (in) entered into, amended in any material respect or terminated any Material Contractplan or agreement concerning employee benefits or compensation or made awards or distributions under any such plan or agreement; (o) entered into any material contract (including but not limited to assignments, Lease licenses, transfers of exclusive rights, "work for hire" agreements, special commissions, employment contracts, purchase orders, sales orders, mortgages and security agreements) which (A) contain a grant or Permit (each as hereinafter defined) other transfer, whether present, retroactive, prospective, or contingent, by it of any Assumed Liability except rights in the ordinary course of its business; any Intellectual Property, or (jB) committed pursuant contain a promise made by or to a legally binding agreement it to do pay any lump sum or royalty or other payment or consideration with respect to the acquisition, practice or use of the things set forth in clause (b) and clauses (d) through (i) aboveany Intellectual Property.

Absence of Certain Changes or Events. Except as expressly permitted by this Agreement or as set forth in Section 4.6 3.8 of the Company Disclosure Schedule Schedule, since the date of the Balance Sheet to the date hereof, the Company and each of its Subsidiaries have conducted their respective businesses only in the ordinary and usual course consistent with past practice, and there has not been any change or development, or combination of changes or developments, which has had a Company Material Adverse Effect. Without limiting the generality of the foregoing, except as described in Section 3.8 of the Company Disclosure Schedule, except for those actions after the date of this Agreement permitted by this AgreementAgreement and except as entered into or effected in the ordinary course consistent with past practice, neither the Company nor any of its Subsidiaries has since June 30, 2001, the Business has not date of the Balance Sheet: (ai) suffered incurred any material damage, destruction or casualty loss adversely affecting loss; (ii) made any material changes in its customary methods of operations, including, without limitation, its marketing practices and its relationships with any person ("Franchisee") who owns or possesses the Assets right to operate a National Car Rental business or the Business; (b) incurred similar franchised business under a franchise or discharged any obligation or liability or license agreement entered into with the Company or any other transaction except of its Subsidiaries or any person (including a Subsidiary of the Company) to whom the Company or any of its Subsidiaries has granted the right to sell or grant a franchise of the Car Rental Business (as defined in the ordinary course of business; Section 3.16(b)) to a third party (c"Subfranchisor"); (iii) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers employees generally except for increases in compensation 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; (e) incurred any indebtedness for borrowed money other than benefits in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice which are not, individually or dispositions of assets not in the aggregate, material to the Business; Company or such Subsidiary; (hiv) created made any payment or assumed distribution to any mortgageaffiliate, lienincluding, security interest or other encumbrance on without limitation, any repayment of the Assetsany Indebtedness (as hereinafter defined), except for Permitted Liens; (iA) payments or distributions by a wholly owned Subsidiary of the Company (defined to include any Subsidiary all of whose shares are owned directly or indirectly by the Company other than nominee, director qualifying or similar shares) to the Company or another wholly owned Subsidiary of the Company, (B) payments of cash dividends on the Company Preferred Stock quarterly and immediately prior to the Closing and otherwise in accordance with the terms thereof and (C) salary payments to officers, directors and consultants; (v) merged or consolidated with, or acquired an interest having a value in excess of $200,000 in, any person; (vi) entered intointo any material joint venture, amended partnership or terminated other similar arrangement with any Material Contractperson; (vii) terminated, Lease discontinued, closed or Permit disposed of any material facility or any material business operation; (each viii) issued, sold or redeemed any capital stock, notes, bonds or other securities, or any option, warrant, stock appreciation right or other right to acquire the same; (ix) declared or paid any dividends or other distributions in respect of its capital stock (except for declarations and payments of dividends or other distributions by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company and except for declarations and payments of cash dividends on the Company Preferred Stock quarterly and immediately prior to the Closing and otherwise in accordance with the terms thereof); (x) amended, terminated, cancelled or compromised any undisputed material claims; (xi) allowed any of its material Permits (as hereinafter defined) to lapse or terminate or failed to renew any Assumed Liability except of its material Permits; (xii) amended or modified, in any material respect, or consented to the early termination of, any material Contract; (xiii) amended its Certificate of Incorporation or By-laws; (xiv) made any change in the ordinary course of its businessfinancial or accounting practices or policies customarily followed by it (other than changes required by GAAP) or made any material election with respect to Taxes (as hereinafter defined); (xv) entered into any material Contract or other material transaction; or (xvi) agreed in writing or (j) committed pursuant to a legally binding agreement otherwise to do any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing.

Absence of Certain Changes or Events. Except Since December 31, 2000, except as set forth disclosed in Section 4.6 2.9 of the Company Disclosure Schedule Letter or except as permitted by this Agreement, since June 30, 2001in Company Filed Documents filed subsequent to such date and prior to date hereof, the Business Company has not (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except conducted its business only in the ordinary course of business; and in a manner consistent with past practice and, since such date, there has not been: (ci) suffered any change in its businessevent that, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would aggregate, has had or is reasonably likely in the future to have a Company Material Adverse Effect; , (dii) other than with respect to agreements any declaration, payment or setting aside for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms payment of any bonus, pension dividend or other employee benefit plan covering distribution or any redemption or other acquisition of any shares of capital stock or securities of the Company by the Company, (iii) any material damage or loss to any material asset or property, whether or not covered by insurance, (iv) any change by the Company in accounting principles or practices, (v) any revaluation by the Company of any of its directorsmaterial assets, officers including but not limited to, writing down the value of inventory or key employees; (e) incurred any indebtedness for borrowed money writing off notes or accounts receivable other than in the ordinary course of business and consistent with past practice; business, (fvi) forgiven any entry by the Company into any commitment or canceled any indebtedness owing transactions material to it or waived any claims or rights of material value; the Company (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory commitments or transactions entered into in the ordinary course of business and consistent with past practice business), or dispositions (vii) any increase in or establishment of assets not material to any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including without limitation the Business; (h) created granting of stock options, stock appreciation rights, performance awards, or assumed any mortgagerestricted stock awards), lien, security interest stock purchase or other encumbrance on employee benefit plan or agreement or arrangement, or, any other increase in the compensation payable or to become payable to any present or former directors or officers, or any employment, consulting or severance agreement or arrangement entered into with any such present or former directors, officers or employees of the AssetsCompany covered by Section 5.4 of the Company Disclosure Letter ("Key Employees"). Since January 1, 2001, the Company has not taken, nor failed to take, any action that would have constituted a breach of Section 4.1 hereof had the covenants therein applied since that date, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except described in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any Section 2.9 of the things set forth in clause (b) and clauses (d) through (i) aboveCompany Disclosure Schedule.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 Schedule 4.19, since September 30, 1999 Seller and Parent have conducted the Business only in the Ordinary Course of Business, maintained and preserved the assets and business relationships of the Disclosure Schedule Seller and Parent relating to the Business and complied in all material respects with all applicable Legal Requirements the compliance with which is required in connection with the Business or except as permitted by this Agreementotherwise for consummation of the Transactions. Without limiting the generality of the foregoing, Seller has not, since June September 30, 2001, the Business has not 1999: (a) suffered permitted any damage, destruction material amendment or casualty loss adversely affecting termination of any material agreement except in the Assets or the Ordinary Course of Business; ; (b) incurred or discharged any obligation or liability or entered into any transaction with any Person other transaction than transactions which are arms-length and in the Ordinary Course of Business and do not materially impact the financial condition or prospects of Seller; (c) disposed of any records related to the Business or the Acquired Assets except in the ordinary course Ordinary Course of business; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; Business; (d) other than with respect disposed of or permitted to agreements for which lapse any rights to the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms use of any bonusIntellectual Property Asset, pension or other employee benefit plan covering including the disclosure to any Person of its directors, officers or key employees; any Trade Secret except in the Ordinary Course of Business; (e) incurred granted or extended any indebtedness for borrowed money other than power of attorney or acted as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the ordinary course obligation of business and consistent with past practice; any Person; (f) forgiven entered into any collective bargaining or canceled any indebtedness owing to it union contracts or waived any claims or rights of material value; agreements; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory except in the ordinary course Ordinary Course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgageBusiness adopted, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) Plans or any Assumed employment, sales representative, dealer, severance or consulting agreement, granted any increase in the compensation or benefits of any employee, or paid or provided any benefits or compensation provided under any employment, consulting or severance agreement or Plan except as may be required thereunder; (h) paid, discharged or satisfied any material Claims, Liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of Claims, Liabilities or obligations (A) recorded in the September 30, 1999 balance sheet upon maturity or when otherwise due or (B) in the Ordinary Course of Business; (i) incurred any obligation or Liability (absolute or contingent) except (A) Liabilities incurred in the Ordinary Course of Business and (B) Liabilities arising out of, incurred in connection with, or related to the consummation of the Transactions; (j) (A) placed any Encumbrance on, sold, leased or otherwise disposed of or acquired any Acquired Assets, other than sales or leases of Inventory to customers in the Ordinary Course of Business, or (B) experienced any damage to, destruction or loss of any Acquired Asset, whether or not covered by insurance, materially and adversely affecting the Business, Acquired Assets or prospects of Seller as a whole; (k) canceled or waived any rights, Claims, credits, courses of action or rights of set-off with a value in excess of $25,000; (l) defaulted under any credit agreement or other lending relationship; (m) except in the ordinary course Ordinary Course of its business; Business, entered into, terminated or received notice of termination of (A) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (jB) committed pursuant any Contract or transaction involving a total remaining commitment by or to a legally binding agreement Seller of at least $50,000; or (n) agreed, whether in writing or orally, to do any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing.

Absence of Certain Changes or Events. Except as set forth for transactions specifically contemplated in Section 4.6 of the Disclosure Schedule or except as permitted by this Agreement, since June 30the date of the consolidated balance sheet of the Bank Holding Company as of December 31, 20012013 (“Bank Balance Sheet”), neither the Business has not Bank, nor any of its officers, directors or shareholders in their representative capacities on behalf of the Bank, have: (a) suffered taken any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability action or entered into or agreed to enter into any transaction, agreement or commitment other transaction except than in the ordinary course of business; ; (b) forgiven or canceled any indebtedness or waived any claims or rights of material value; (c) granted any increase in the compensation of directors, officers, employees or consultants; (d) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have having a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; ; (e) borrowed or agreed to borrow any funds, incurred or become subject to, whether directly or by way of assumption or guarantee or otherwise, any indebtedness for borrowed money other than obligations or liabilities in excess of $5,000 individually or $10,000 in the aggregate, except liabilities and obligations that are incurred in the ordinary course of business and consistent with past practice; , or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (f) forgiven paid, discharged or canceled satisfied any indebtedness owing to it material claims, liabilities or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets obligations other than sales of inventory the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of claims, of liabilities and obligations reflected or dispositions of assets not material to reserved against in the Business; (h) created Bank Balance Sheet or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except incurred in the ordinary course of business and consistent with past practice since the date of the Bank Balance Sheet, or prepaid any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (g) knowingly permitted or allowed any of its business; property or assets to be subjected to any encumbrance; (h) purchased or sold, transferred or otherwise disposed of any of its material properties or assets; (i) made any single capital expenditure or commitment in excess of $5,000 for additions to property, plant, equipment or intangible capital assets or otherwise or made aggregate capital expenditures in excess of $20,000 for additions to property, plant, equipment or intangible capital assets or otherwise; (j) committed pursuant made any change in accounting methods or practices or internal control procedures; or (k) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets to a legally binding agreement to do any shareholder or any of the things set forth in clause (b) and clauses (d) through Bank’s officers, directors or employees, or any affiliate of any Bank Holding Company or of the Bank’s officers, directors or employees, except for (i) abovecompensation paid to officers and employees at rates not exceeding the rates of compensation paid during the fiscal year last ended, and (ii) advances for travel and other business-related expenses.

Absence of Certain Changes or Events. Except for transactions specifically contemplated in this Agreement and except as set forth in Section 4.6 disclosed on Schedule 2.7 to the Disclosure Memorandum, since the date of the Disclosure Schedule Company Balance Sheet, neither the Company nor any of its officers or except as permitted by this Agreement, since June 30, 2001, directors in their representative capacities on behalf of the Business has not Company have: (a) suffered taken any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability action or entered into or agreed to enter into any transaction, agreement or commitment other transaction except than in the ordinary course of business; ; (b) forgiven or canceled any indebtedness or waived any claims or rights of material value (including, without limitation, any indebtedness owing by any Shareholder, officer, director, employee or affiliate of the Company); (c) granted any increase in the compensation of directors, officers, employees or consultants; (d) suffered any change having a Company Material Adverse Effect; (e) borrowed or agreed to borrow any funds, incurred or become subject to, whether directly or by way of assumption or guarantee or otherwise, any obligations or liabilities (absolute, accrued, contingent or otherwise) in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which excess of $5,000 individually or in excess of $10,000 in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closingaggregate, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) except liabilities and obligations that are incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; , or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (f) forgiven paid, discharged or canceled satisfied any indebtedness owing to it material claims, liabilities or waived any claims obligations (absolute, accrued, contingent or rights of material value; (gotherwise) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of claims, liabilities and obligations reflected or dispositions of assets not material to reserved against in the Business; (h) created Company Balance Sheet or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except incurred in the ordinary course of business and consistent with past practice since the date of the Company Balance Sheet, or prepaid any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (g) knowingly permitted or allowed any of its business; property or assets (real, personal or mixed, tangible or intangible) to be subjected to any Encumbrance; (h) purchased or sold, transferred or otherwise disposed of any of its material properties or assets (real, personal or mixed, tangible or intangible); (i) disposed of or permitted to lapse any rights to the use of any trademark, trade name, patent or copyright, or disposed of or disclosed to any Person without obtaining an appropriate confidentiality agreement from any such Person any trade secret, formula, process or know-how not theretofore a matter of public knowledge; (j) committed pursuant made any single capital expenditure or commitment in excess of $10,000 for additions to a legally binding agreement property, plant, equipment or intangible capital assets or otherwise or made aggregate capital expenditures in excess of $10,000 for additions to do property, plant, equipment or intangible capital assets or otherwise; (k) made any change in accounting methods or practices or internal control procedures; (l) issued any capital stock or other securities, or declared, paid or set aside for payment any dividend or other distribution in respect of its capital stock, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of the Company, or otherwise permitted the withdrawal by any of the things set forth holders of Company Common Stock of any cash or other assets (real, personal or mixed, tangible or intangible), in clause compensation, indebtedness or otherwise, other than payments of compensation in the ordinary course of business and consistent with past practice; (bm) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to any of the Shareholders or any of the Company's, officers, directors or employees or any affiliate of any of the Shareholders or of the Company's officers, directors or employees, except compensation paid to officers and clauses employees at rates not exceeding the rates of compensation paid during the fiscal year last ended and except for advances for travel and other business-related expenses; or (dn) through (i) aboveagreed, whether in writing or otherwise, to take any action described in this Section 2.7.

Absence of Certain Changes or Events. Except as set forth contemplated by this Agreement or as disclosed in the Company Disclosure Letter or in the Company SEC Documents, since January 2, 2000, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course and consistent with prior practice and there has not been: (i) any event, occurrence, fact, condition, change, development or effect that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (ii) any event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 4.6 4.1(b), (c), (d), (f), (g), (h), (l) or (m) without the prior consent of Parent, (iii) any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Disclosure Schedule or except as permitted Company to consummate the transactions contemplated by this Agreement; (iv) any material change in accounting methods, since June 30principles or practices (or any disagreement with the Company's independent public accountants with respect to such methods or practices) employed by the Company or any material change in depreciation or amortization policies or rates applicable to the Company or any of its subsidiaries; (v) any incurrence of any material liabilities or obligations of any nature (whether accrued, 2001absolute, the Business has contingent or otherwise) not (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; business consistent with past practice and of substantially the same character, type and magnitude as incurred in the past, or any other failure by the Company or any of its subsidiaries to conduct its business in the ordinary course consistent with past practice; (cvi) suffered any change in its businessthe financial condition, financial condition capitalization, assets, liabilities or net worth of the Company, except changes in its relationship the ordinary course of business consistent with its supplierspast practice and of substantially the same character, customerstype and magnitude as incurred in the past, distributorsnone of which changes, lessors, licensors, licensees or other third parties which individually or in the aggregate would aggregate, has had or will have a Material Adverse Effect; Effect on the Company; (dvii) any material damage, destruction or loss, whether or not covered by insurance, adversely affecting the properties or business of the Company or its subsidiaries, or any material deterioration in the operating condition of the Company's or its subsidiaries' assets; (viii) any mortgage, pledge or subjection to lien, charge or encumbrance of any kind of any of the Company's or its subsidiaries' assets, tangible or intangible (other than with respect pursuant to after-acquired property clauses in security agreements for which related to indebtedness existing as of January 2, 2000); (ix) any strike, walkout, labor trouble (other than routine individual grievances or complaints) or, to the Buyer extent that such event has had or could reasonably be expected to have a Material Adverse Effect on the Parent will have no liability after ClosingCompany, increased any other new or continued event, development or condition of any character relating to the rate labor relations of the Company or terms of its subsidiaries; (x) any increase in the salaries or other compensation or benefits payable to or to become payable by it to to, or any advance (excluding advances for ordinary business expenses) or loan to, any officer, director, employee or stockholder of the Company or 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; subsidiaries (e) incurred any indebtedness for borrowed money other than except increases made in the ordinary course of business and consistent with past practice; ), or any increase in, or any addition to, other benefits (fincluding without limitation any bonus, profit-sharing, pension or other plan) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of which any of the Company's or its assets other than sales of inventory subsidiaries' officers, directors, employees or stockholders may be entitled, or any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the ordinary course of business and consistent with past practice or dispositions of assets not material made pursuant to the Business; (h) created or assumed any mortgageemployee benefit plans described in the Company Disclosure Letter, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except other payment of any kind to or on behalf of any such officer, director, employee or stockholder other than payment of base compensation and reimbursement for reasonable business expenses in the ordinary course of business; (xi) any material adverse change or, to the knowledge of the Company, any threat of any material adverse change in the Company's or any of its business; subsidiaries' relations with, or (j) committed pursuant to a legally binding agreement to do any loss or threat of loss of, any of the things set forth Company's or any of its subsidiaries' important suppliers, distributors or employees; (xii) any write-offs as uncollectible of any notes or accounts receivable of the Company or any of its subsidiaries or write-downs of the value of any assets or inventory by the Company or any of its subsidiaries other than in clause immaterial amounts or in the ordinary course of business consistent with past practice and of substantially the same character, type and magnitude as incurred in the past; (bxiii) and clauses any payment, loan or advance of any amount to or in respect of, or the sale, transfer or lease of any properties or assets (dwhether real, personal or mixed, tangible or intangible) through to, or entering into of any agreement, arrangement or transaction with, any Related Party, except for (i) abovedirectors' fees and (ii) compensation to the officers and employees of the Company and its subsidiaries at rates not exceeding the rates of compensation disclosed in the Company Disclosure Letter (as used herein, a "Related Party" ------------- means the Company, any of its subsidiaries, any of the officers or directors of the Company or any of its subsidiaries, any affiliate of the Company or any of its subsidiaries or any of their respective officers or directors, or any business or entity controlled, directly or indirectly, by the Company or any of its subsidiaries); (xiv) any disposition of or failure to keep in effect any rights in, to or for the use of, any patent, trademark, service xxxx, trade name or copyright, or any disclosure to any person not either an employee, franchisee or other person subject to a duty of confidentiality with respect thereto, or other disposal of any trade secret, process or know-how; (xv) any disposition of or failure to keep in effect any right in, to or for the use of any franchise, right, license, permit or other authorization of the Company or any of its subsidiaries; (xvi) any transaction, agreement or event outside the ordinary course of the Company's or its subsidiaries' business or inconsistent with past practice or not of substantially the same character, type or magnitude as incurred in the past.

Absence of Certain Changes or Events. Since the Balance Sheet Date, there has been no event or set of circumstances that resulted in or is reasonably likely to result in a Company Material Adverse Effect. Except as set forth in Section 4.6 on Schedule 2.7, since the Balance Sheet Date, each of the Disclosure Schedule or except as permitted by this AgreementCompany and its Subsidiary has conducted its business in the Ordinary Course of Business, since June 30, 2001, the Business and has not (a) suffered paid any damagedividend or distribution in respect of, destruction or casualty loss adversely affecting the Assets redeemed or the Businessrepurchased any of, its capital stock; (b) incurred loss of, or discharged injury to, any obligation of the material Assets, whether as the result of any natural disaster, labor trouble, accident, other casualty, or liability otherwise except for such loss or entered into any other transaction except in the ordinary course of business; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate injury that would not have a Company Material Adverse Effect; (c) incurred, or become subject to, any material liability (absolute or contingent, matured or unmatured, known or unknown), and has no Knowledge of any basis for such liabilities, except current liabilities incurred in the Ordinary Course of Business; (d) mortgaged, pledged or subjected to any Encumbrance (other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering Permitted Encumbrances) any of its directors, officers or key employeesthe Assets other than in the Ordinary Course of Business; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leasedexchanged, licensed transferred or otherwise disposed of any of its assets the Assets except in the Ordinary Course of Business, or canceled any debts or claims, in each case in excess of $5,000 individually or $25,000 in the aggregate; (f) written down the value of any Assets or written off as uncollectible any accounts receivable, except write downs and write-offs in the Ordinary Course of Business, none of which, individually or in the aggregate, is material; (g) entered into any transactions other than sales of inventory in the ordinary course Ordinary Course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created made any change in any method of accounting or assumed any mortgage, lien, security interest accounting practice except as required by concurrent changes in GAAP; or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated made any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things foregoing, other than with Sxxxxxx Xxxxx Bxxxxx Inc. or Axxxx & Company, negotiations with Martek and its representatives regarding the transactions contemplated by this Agreement and engagements of legal and accounting advisers in connection with the transactions contemplated by this Agreement. Except as set forth in clause (b) and clauses (d) through on Schedule 2.7, since December 31, 2001, there has not been: (i) aboveany change in the financial condition, Assets, liabilities, personnel policies or practices, or contracts or business of the Company or its Subsidiary or in their respective relationships with suppliers, customers, licensors, licensees, distributors, lessors or others, except changes in the Ordinary Course of Business (it being understood that the Company has incurred losses from operations), or changes that would not, individually or in the aggregate, have a Company Material Adverse Effect; (ii) any damage, destruction or loss (whether or not covered by insurance) in excess of $5,000 individually or $25,000 in the aggregate; (iii) any forgiveness or cancellation of debts or claims owed to the Company or its Subsidiary in excess of $5,000 individually or $25,000 in the aggregate, or termination, abandonment or waiver of any material rights; (iv) other than the Company’s option repricing program, any increase in the compensation or benefits payable or to become payable by the Company or its Subsidiary to any of the directors, officers, consultants or employees of the Company; (v) any discharge or satisfaction of any Lien or payment of any liability or obligation by the Company or its Subsidiary other than current liabilities in the Ordinary Course of Business or Liens that are not material; or (vi) any agreement to do any of the foregoing, other than with Sxxxxxx Xxxxx Bxxxxx Inc. or Axxxx & Company, negotiations with Martek and its representatives regarding the transactions contemplated by this Agreement and engagements of legal counsel and accounting advisors in connection with the transactions contemplated by this Agreement.

Absence of Certain Changes or Events. Except Since March 4, 2020 to the date hereof, the Corporation has not, except as set forth disclosed in Section 4.6 Schedule 5.21 of the Corporation Disclosure Schedule or except as permitted by this Agreement, since June 30, 2001, the Business has not Letter: (a) suffered incurred any damageobligation or Liability (fixed or contingent), destruction except normal trade or casualty loss adversely affecting business obligations incurred in the Assets Ordinary Course of Business, or in connection with the Business; transactions contemplated hereunder; (b) incurred or discharged any obligation or liability Liability (fixed or contingent) in excess of $25,000 (excluding reasonable costs of legal counsel incurred in connection with the transactions contemplated by this Agreement); (c) created any Encumbrance upon any of its properties or Assets related to the Corporation Business; (d) had any Employee terminate his or her employment or communicate his or her intention to do so; (e) sold, assigned, transferred, leased or otherwise disposed of any Assets other than in the Ordinary Course of Business; (f) purchased, leased or otherwise acquired any properties or Assets other than in the Ordinary Course of Business; (g) waived, cancelled or written off any rights, Claims or any amounts payable to the Corporation relating to the Business other than in the Ordinary Course of Business; (h) declared or paid any dividend or made any other distribution in respect of any of its shares of any class, or reduced its authorized capital or issued capital; (i) entered into any transaction, Contract, agreement or commitment requiring the Corporation to pay, or entitling the Corporation to receive more than $25,000 (excluding reasonable costs of legal counsel incurred in connection with the transactions contemplated by this Agreement); (j) entered into any transaction, Contract, agreement or commitment other transaction except than in the ordinary course Ordinary Course of business; Business; (ck) terminated, discontinued, closed or disposed of any office, facility, operation or Contract relating to the Business; (l) had any material Customer of the Corporation Business terminate, or, to the Knowledge of the Management Vendor, communicate the intention or threat to terminate, its relationship with the Corporation, or the intention to substantially reduce the quantity of products or services it purchases from the Corporation, or its dissatisfaction with the products or services supplied by the Corporation; (m) had any material supplier of the Business terminate, or, to the Knowledge of the Management Vendor, communicate the intention or threat to terminate, its relationship with the Corporation, or the intention to substantially reduce the quantity of products or services it sells to the Corporation; (n) made any material change with respect to any method of management, operation or accounting in respect of the Corporation Business; (o) changed or modified the terms and conditions of employment of any Employees including increasing any form of compensation or other benefits payable or to become payable to any of the Employees, other than changes in the Ordinary Course of Business; (p) changed any remuneration payable or benefits provided to any officer, director, consultant or agent of the Corporation Business; (q) suffered any change extraordinary losses; (r) incurred or suffered any Material Adverse Effect, or become aware of, any event or condition that would, or could reasonably be expected to, result in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; or (ds) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closingauthorized, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed agreed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) become committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing.

Absence of Certain Changes or Events. Except From the date of the Latest Balance Sheet through the date of this Agreement, except as (i) contemplated by, or as disclosed pursuant to, this Agreement or (ii) set forth in Section 4.6 3.9 of the Company Disclosure Schedule or except as permitted by this AgreementSchedule, since June 30, 2001there has not been any Company Material Adverse Effect, the Business has not (a) suffered any damageCompany and the Company Subsidiaries have, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except in all material respects, conducted their businesses substantially in the ordinary course consistent with past practice, and neither the Company nor any of business; the Company Subsidiaries has done any of the following: (ca) suffered any change in amended its businessarticles of incorporation, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees bylaws or other third parties which governing documents; (b) sold, leased, transferred, assigned or otherwise disposed of any assets that, individually or in the aggregate would have aggregate, had a Material Adverse Effect; (d) value at the time of such lease, transfer, assignment or disposition of $500,000 or more, other than with respect to agreements for which the Buyer products sold, leased, transferred, assigned or the Parent will have no liability after Closing, increased the rate or terms otherwise disposed of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; practices; (fc) forgiven made any investment in or canceled contribution, advance or loan to any indebtedness owing to it person (other than (i) intracompany transactions or waived (ii) investments, contributions or advances (or commitments with respect thereto) of less than $100,000 in the aggregate); (d) made any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of change in any of its assets the accounting principles followed by the Company or any Company Subsidiary; (e) increased benefits or benefit plan costs or changed bonus, insurance, pension, compensation or other than sales benefit plans or arrangements or granted any bonus or increase in wages, salary or other compensation or made any other change in employment terms to any officers, directors, partners or employees of inventory the Company or any Company Subsidiary, other than, in each case, in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; practice; (hf) created or assumed suffered any mortgageloss, liendamage, security interest destruction or other encumbrance on any of the Assets, except for Permitted Liens; casualty (i) entered into, amended whether or terminated any Material Contract, Lease or Permit (each as hereinafter definednot covered by insurance) or any Assumed Liability except loss of officers, employees, dealers, distributors, independent contractors, customers, or suppliers or other favorable business relationships which, individually or in the ordinary course of its businessaggregate, would reasonably be expected to result in a Company Material Adverse Effect; or (g) agreed, whether in writing or (j) committed pursuant to a legally binding agreement otherwise, to do any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing.

Absence of Certain Changes or Events. (a) Except as set forth in Section 4.6 4.7(a) of the Subject Company Disclosure Schedule or except as permitted by this AgreementSchedule, since June 30, 20011998, no event has occurred which has had or could reasonably be expected to have, individually or in the Business has not aggregate, (anet of any revenues or other tangible benefits related to such event) a Material Adverse Effect. (b) Except as set forth in Section 4.7(b) of the Subject Company Disclosure Schedule, since June 30, 1998, Subject Company and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business, and neither Subject Company nor any of its Subsidiaries has (i) except for normal increases in the ordinary course of business consistent with past practice and except as required by applicable law and except as with respect to the senior management of the Subsidiaries of the Subject Company following the acquisition by the Subject Company of InterOffice (Holdings) Corporation and its Subsidiaries as set forth in Section 4.7(b) of the Subject Company Disclosure Schedule, increased the wages, salaries, compensation, pension or other fringe benefits or perquisites payable to any officer or director, other than Persons newly hired for such position, from the amount thereof in effect as of June 30, 1998, or granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay, or paid any bonus, in each case to any such officer or director, other than pursuant to preexisting agreements or arrangements, (ii) suffered any damagestrike, destruction work stoppage, slowdown or casualty loss adversely affecting the Assets or the Business; other labor disturbance, (biii) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except those liabilities or obligations (A) reflected on the most recent consolidated balance sheet of Subject Company and its Subsidiaries referred to in Section 4.5 hereof or (B) incurred in the ordinary course of business consistent with past practice, (iv) permitted any of its assets to be subjected to any Lien, except for Permitted Liens, (v) discharged or satisfied any Lien or paid any obligation or liability or entered into any other transaction in an amount exceeding $10,000, except in the ordinary course of business; business consistent with past practice, (cvi) suffered any change in its businesssold, financial condition transferred or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms otherwise disposed of any bonusassets except for assets sold, pension transferred or other employee benefit plan covering any otherwise disposed of its directors, officers or key employees; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; , (fvii) forgiven made any capital expenditure or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) soldcommitment therefor, leased, licensed or otherwise disposed of any of its assets other than sales of inventory except those made in the ordinary course of business in an amount less than $10,000 other than Subject Company New Acquired Centers and consistent with past practice Subject Company New Developed Centers, (viii) declared or dispositions paid any dividend or made any distribution on any shares of assets not material to the Business; (h) created its capital stock, or assumed redeemed, purchased or otherwise acquired any mortgageshares of its capital stock or any option, lien, security interest warrant or other encumbrance on right to purchase or acquire any of the Assetssuch shares, except for Permitted Liens; (iix) entered intointo any agreement or transaction, or amended or terminated any Material Contractagreement, Lease with an Affiliate, (x) canceled or Permit waived any material claims or rights, (each as hereinafter definedxi) made any change in any method of accounting or auditing practice, (xii) made any Assumed Liability acquisition of, or investment in, all or substantially all of the property or assets of any other individual, corporation or other entity other than a wholly owned Subsidiary and other than Subject Company New Acquired Centers and Subject Company New Developed Centers, (xiii) otherwise conducted its business or entered into any transaction, other than this Agreement and related transactions, except in the ordinary course of its business; business consistent with past practices, or (jxiv) committed pursuant to a legally binding agreement agreed, whether or not in writing, to do any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing.

Absence of Certain Changes or Events. Except as set forth Since the Interim Balance Sheet Date, Seller has conducted its business only in Section 4.6 of the Disclosure Schedule or except as permitted by this Agreementordinary and usual course consistent with past practice, since June 30, 2001, and neither the Business has not nor Seller has: (a) suffered any damagematerial adverse change in its working capital, destruction financial condition, results of operation, assets, liabilities (absolute, accrued, contingent or casualty loss adversely affecting the Assets otherwise), reserves, business, operations or the Business; prospects; (b) incurred or discharged any obligation or liability or entered into any other transaction obligation (absolute, accrued, contingent or otherwise) except in the ordinary course of business; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) non-material items incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; , none of which exceeds $25,000 (fcounting obligations or liabilities arising from one transaction or a series of similar transactions, and all periodic installments or payments under any lease or other agreement providing for periodic installments or payments, as a single obligation or liability), or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (c) forgiven permitted or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of allowed any of its property or assets other than sales of inventory in the ordinary course of business and consistent with past practice (real, personal or dispositions of assets not material mixed, tangible or intangible) to the Business; (h) created or assumed be subjected to any mortgage, pledge, lien, security interest interest, encumbrance, restriction or other encumbrance on charge of any of the Assetskind, except for Permitted Liens; liens for current taxes not yet due; (id) entered intodisposed of or permitted to lapse any rights to the use of any Intellectual Property, amended or terminated disposed of or disclosed to any Material ContractPerson other than representatives of Purchaser any trade secret, Lease formula, process, know-how or Permit other Intellectual Property not theretofore a matter of public knowledge; (each as hereinafter definede) granted any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or any Assumed Liability except other increase in the ordinary course compensation payable or to become payable to any officer or employee, and no such increase is customary on a periodic basis or required by agreement or understanding; (f) neglected or failed to maintain the Assets in a state of its businessrepair and condition that materially complies with Law; or (g) agreed, whether in writing or (j) committed pursuant otherwise, to a legally binding agreement to do take any of the things set forth action described in clause (b) and clauses (d) through (i) abovethis section.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 SCHEDULE 5(z), since the date of the Disclosure Schedule or except as permitted by this Agreement, since June 30, 2001Latest Balance Sheet, the Business Company and each of its Subsidiaries has not conducted its business only in the ordinary course consistent with its past practices, and neither the Company nor any of its Subsidiaries has (ai) suffered incurred, or agreed to incur, Indebtedness, (ii) experienced any damage, destruction or casualty loss adversely affecting that, to the Assets extent not covered by insurance, has had or reasonably would be expected to have a material adverse effect on the Business; Company and its Subsidiaries, taken as a whole, (biii) incurred declared, set aside or discharged paid any obligation dividend or liability other distribution (whether in cash, equity securities, interests or property) in respect of its equity securities, (iv) entered into any other transaction except material Contractual Obligation involving any director, officer, manager, shareholder, member, employee, Affiliate or their respective Affiliate or Related Parties of the Company or any of its Subsidiaries, (v) granted or committed to grant to any director, officer, manager, member, employee or Affiliate of the Company or any of its Subsidiaries any material increase in the ordinary course of business; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; business), (fvi) forgiven granted or canceled committed to grant to any indebtedness owing director, officer, manager, employee or Affiliate of the Company or any of its Subsidiaries any increase in or right to it severance or waived termination pay or any claims other compensation or rights benefits payable upon a change in control of material value; any such entity or (gvii) soldtaken any action that, leasedif taken after the U-Gene Closing Date hereof, licensed or otherwise disposed reasonably would be expected to constitute a breach of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things covenants set forth in clause (b) and clauses (d) through (i) aboveSection 729.

Absence of Certain Changes or Events. (a) Except as specifically set forth on Schedule 5.8(a), since December 31, 2001, there has not been: (i) any material adverse change in Section 4.6 the business, operations, properties, assets, condition (financial or other) or prospects, or any event that has had or could reasonably be expected to have a material adverse effect on the foregoing (a "Material Adverse Effect"), of the Disclosure Schedule Company and its Subsidiaries, taken as a whole, and no factor or except condition exists and no event has occurred that could reasonably be expected to result in any such change to the Company and its Subsidiaries, taken as permitted by this Agreementa whole; (ii) any material loss, since June 30damage, destruction or other casualty to the assets or properties of the Company or any Subsidiary (other than any for which insurance awards have been received or guaranteed); (iii) any change in any method of accounting or accounting practice of the Company or any Subsidiary; or (iv) any loss of the employment, services or benefits of any key employee of the Company or any Subsidiary. (b) Since December 31, 2001, the Business has not Company and each of its Subsidiaries have operated in the ordinary course of their businesses consistent with past practice and, except as specifically set forth on Schedule 5.8(b) hereto, have not: (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the Business; (bi) incurred or discharged any material obligation or liability (whether absolute, accrued, contingent or entered into any other transaction otherwise) except in the ordinary course of business; business consistent with past practice; (cii) suffered failed to discharge or satisfy any change in its businessLien or pay or satisfy any obligation or liability (whether absolute, financial condition accrued, contingent or in its relationship with its suppliersotherwise), customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements liabilities being contested in good faith and for which the Buyer or the Parent will adequate reserves have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than been provided and Liens arising in the ordinary course of business and consistent that do not, individually or in the aggregate, interfere with past practice; (f) forgiven the use, operation, enjoyment or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed marketability of any of its assets other than sales their respective assets, properties or rights; (iii) mortgaged, pledged or subjected to any Lien any of inventory their respective material assets, properties or rights, except for mechanics' liens and Liens for Taxes not yet due and payable and Liens arising in the ordinary course of business and consistent that do not, individually or in the aggregate, interfere with past practice the use, operation, enjoyment or dispositions marketability of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assetstheir respective assets, except for Permitted Liens; properties or rights; (iiv) entered intosold or transferred any of their assets or canceled any debts or claims or waived any rights, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of business consistent with past practice; (v) disposed of any patents, trademarks or copyrights or any patent, trademark or copyright applications; (vi) defaulted on any material obligation; (vii) entered into any transaction material to their respective businesses, except in the ordinary course of business consistent with past practice; (viii) written off as uncollectible any material accounts receivable or any portion thereof not reflected in the Interim Balance Sheet; (ix) granted any increase in the compensation or benefits of their employees, other than increases in accordance with past practice not exceeding 5% or entered into any employment or severance agreement or arrangement with any of them; (x) made, in excess of $25,000, any capital expenditure or additions to property, plant and equipment used in its businessoperations other than ordinary repairs and maintenance; (xi) laid off any of their employees; (xii) discontinued the offering of any services or product; (xiii) incurred any obligation or liability for the payment of severance benefits; (xiv) declared, paid, or set aside for payment any dividend or other distribution in respect of shares of capital stock, membership interests or other securities, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock, membership interests or other securities, or agreed to do so; or (xv) entered into any agreement or (j) committed pursuant to a legally binding agreement made any commitment to do any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing.

Absence of Certain Changes or Events. (a) Except as set forth in Section 4.6 of the Disclosure Schedule or except as permitted by this Agreementon Exhibit E-4, since June 30December 31, 20012004, the Business has not (a) suffered any damageno event or events have occurred, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have had a HTI Material Adverse Effect; , and there exists no condition or contingency that could reasonably be expected to result in a HTI Material Adverse Effect. (db) Since the date of HTI Balance Sheet and except as set forth in Exhibit E-4 and the transactions contemplated by this Agreement, HTI has not: (i) declared, set aside, paid, or made any dividend or other than with distribution on or in respect of any shares of its capital stock or directly or indirectly redeemed, retired, purchased, or otherwise acquired any such shares or any option, warrant, conversion privilege, preemptive right, or other right or agreement to agreements for which acquire the Buyer same or any other securities convertible into or evidencing the Parent will have no liability after Closing, increased right to purchase or otherwise acquire the rate or terms of compensation or benefits payable to or to become payable by it same; (ii) made any amendments to its directorsArticles of Incorporation or Bylaws: (iii) made any change in the number of shares of its capital stock authorized, officers issued, or key employees outstanding or increased the rate authorized, issued, granted, or terms of made any bonusoption, pension warrant, conversion privilege, preemptive right, or other employee benefit plan covering right or agreement to acquire the same or any of its directors, officers other securities convertible into or key employees; evidencing the right to acquire the same; (eiv) incurred any indebtedness or borrowed money; which borrowings shall not exceed $5,000 in the aggregate, except for borrowed money monies owed to FutureVest, Inc. and/or its affiliated entities in the approximate amount of $__________ (to be completed by Xxxxxx); (v) incurred any obligation or liability (contingent or otherwise), outside the Ordinary Course of Business; (vi) discharged or satisfied any lien or encumbrance or paid any obligations or liability (fixed or contingent) other than current liabilities paid to unrelated parties, wages paid to officers and employees and director's fees paid to directors, each in the ordinary course Ordinary Course of business Business; (vii) mortgaged, pledged, or subjected to any lien, charge, or other encumbrance any of its respective properties or assets (tangible or intangible) except liens for current property taxes not yet due and consistent with past practice; payable; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (gviii) sold, assigned, leased, licensed transferred or otherwise disposed of of, or agreed to sell, assign, lease, transfer or otherwise dispose of, any of its tangible assets other than sales of inventory in the ordinary course Ordinary Course of business and consistent with past practice Business; (ix) entered into any transaction, contract, or dispositions commitment; (x) made any capital expenditures or any commitment therefore in excess of assets not material $1,000 in the aggregate except as consented to the Business; by Acquirer; (hxi) created adopted or assumed made any mortgagechange in any executive compensation plan, lienbonus plan, security interest incentive compensation plan, deferred compensation agreement, or other encumbrance on employee benefit plan or arrangement; (xii) entered into any employment or consulting agreement or arrangement, or granted or paid any bonus, or made or granted any general wage or salary increase or any specific increase in the wages or salary of any employee; (xiii) suffered any casualty loss or damage, whether or not such loss or damage shall have been covered by insurance; (xiv) canceled or compromised any debt or claim except for adjustments made in the Ordinary Course of Business that, in the aggregate, are not material, or waived or released any rights that are material; (xv) terminated, amended, or modified any agreement or instrument; (xvi) entered into any transaction with any stockholder, officer, director, or key employee of Acquirer or any affiliate of any such person; (xvii) made any loans or advances to, guaranties for the benefit of, or investments in, any person; (xviii) made cash charitable contributions; (xix) merged or consolidated with, or acquired all or substantially all of the Assetsassets, except for Permitted Lienscapital stock, or business of any other person; (xx) introduced any material change with respect to its method of accounting or accounting practice by HTI; or (ixxi) entered into, amended agreed or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth described in clause (b) and clauses (d) through (i) abovethis Section 3.6.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the Disclosure Schedule or except as permitted by this Agreement, since Since June 30, 20012018, (i) there has not been a Material Adverse Change and (ii) the Business of the Hospital has not only been conducted in the Ordinary Course of Business and, without limitation, neither the City nor the Hospital has taken the following actions with respect to the Business: (a) created or suffered to exist any damageEncumbrances with respect to any of the Acquired Assets, destruction or casualty loss adversely affecting the Assets or the Business; except for Permitted Encumbrances; (b) incurred sold, leased to others, licensed to others, disposed of or discharged otherwise transferred any obligation of the material assets or liability properties of the Business, except for (i) use or entered into any other transaction except sale of inventory in the ordinary course Ordinary Course of business; Business, (ii) sales of old or obsolete equipment that has been replaced with equipment that is functionally equivalent, and (iii) sales of other obsolete equipment; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (di) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation (including termination and severance pay), commission, bonus or benefits other direct or indirect remuneration (or the rate thereof) payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the AssetsHospital’s employees, officers, directors or persons otherwise serving in such capacities that are involved in the operations of the Business, other than regularly scheduled increases in base salary in the Ordinary Course of Business in all material respects; or (ii) except for Permitted Liens; (i) entered intoto the extent required under applicable Law, adopted, amended or terminated any Material ContractEmployee Benefit Plan, Lease or Permit entered into any employment, consulting, severance or termination agreement; (each as hereinafter definedd) waived any rights relating to the Business or arising under or in connection with any Assumed Liability except of the Acquired Assets, individually or in the ordinary course aggregate in excess of $50,000; (e) except as set forth in Schedule 2.15(e), acquired any assets or properties individually or in the aggregate in excess of $50,000, other than in the Ordinary Course of Business; (f) entered into any merger, consolidation, recapitalization or other business combination or reorganization; (g) except as set forth in Schedule 2.15(g), made any loans, advances or capital contributions to or investments in any Person; (h) delayed payment of payables, changed credit practices or done anything to materially and adversely affect the relationship of the Business with any patients or suppliers that is material to the Business; (i) failed to replenish inventories and supplies in the Ordinary Course of Business, or made any purchase commitment materially in excess of the usual requirements of the Business or at any price materially in excess of the then-current market price or upon terms and conditions more onerous than those usual and customary in the industry or made any material change in its business; selling, pricing, advertising or personnel practices inconsistent with its prior practice; (j) committed pursuant to a legally binding agreement except as set forth in Schedule 2.15(j), made any change in its general pricing practices or policies or any change in its credit or allowance practices or policies other than in the Ordinary Course of Business; (k) received written notice from any supplier representing during the last fiscal year purchases of $50,000 or more that such supplier has ceased, may cease or will cease to do business with it; (l) except as set forth in Schedule 2.15(l), entered into any transaction, agreement, contract or understanding with any Person (other than SEARHC) affecting the Business or altered the terms of any transaction, agreement, contract or understanding with any Person (other than SEARHC) affecting the Business that involves expenditure in excess of $50,000; (m) except as disclosed in the schedules related to this Section 2.15, entered into any material transaction resulting in a Liability or expenditure in excess of $50,000, other than in the Ordinary Course of Business; (n) entered into any material amendment, modification, termination (partial or complete) or granted any material waiver under or given any material consent with respect to any Contract that is required to be disclosed in the Schedules to this Agreement; (o) made any change in any method of accounting or accounting practice of the Business; (p) except as disclosed in the schedules related to this Section 2.15, made or deferred any capital expenditure in each case in excess of $50,000 individually and $100,000 in the aggregate; and (q) except for this Agreement, entered into any oral or written agreement, contract, commitment, arrangement or understanding with respect to any of the things set forth matters described in clause (b) and clauses (d) through (i) abovethis Section 2.15.

Absence of Certain Changes or Events. Except as set forth contemplated by this Agreement or as disclosed in the Company Disclosure Letter or in the Company SEC Documents, since January 2, 2000, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course and consistent with prior practice and there has not been: (i) any event, occurrence, fact, condition, change, development or effect that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (ii) any event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 4.6 4.1(b), (c), (d), (f), (g), (h), (l) or (m) without the prior consent of Parent, (iii) any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Disclosure Schedule or except as permitted Company to consummate the transactions contemplated by this Agreement, since June 30, 2001, the Business has not (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the Business; (biv) any material change in accounting methods, principles or practices (or any disagreement with the Company's independent public accountants with respect to such methods or practices) employed by the Company or any material change in depreciation or amortization policies or rates applicable to the Company or any of its subsidiaries; (v) any incurrence of any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) not incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of businessbusiness consistent with past practice and of substantially the same character, type and magnitude as incurred in the past, or any other failure by the Company or any of its subsidiaries to conduct its business in the ordinary course consistent with past practice; (cvi) suffered any change in its businessthe financial condition, financial condition capitalization, assets, liabilities or net worth of the Company, except changes in its relationship the ordinary course of business consistent with its supplierspast practice and of substantially the same character, customerstype and magnitude as incurred in the past, distributorsnone of which changes, lessors, licensors, licensees or other third parties which individually or in the aggregate would aggregate, has had or will have a Material Adverse EffectEffect on the Company; (dvii) any material damage, destruction or loss, whether or not covered by insurance, adversely affecting the properties or business of the Company or its subsidiaries, or any material deterioration in the operating condition of the Company's or its subsidiaries' assets; (viii) any mortgage, pledge or subjection to lien, charge or encumbrance of any kind of any of the Company's or its subsidiaries' assets, tangible or intangible (other than with respect pursuant to after-acquired property clauses in security agreements for which related to indebtedness existing as of January 2, 2000); (ix) any strike, walkout, labor trouble (other than routine individual grievances or complaints) or, to the Buyer extent that such event has had or could reasonably be expected to have a Material Adverse Effect on the Parent will have no liability after ClosingCompany, increased any other new or continued event, development or condition of any character relating to the rate labor relations of the Company or terms of its subsidiaries; (x) any increase in the salaries or other compensation or benefits payable to or to become payable by it to to, or any advance (excluding advances for ordinary business expenses) or loan to, any officer, director, employee or stockholder of the Company or 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; subsidiaries (e) incurred any indebtedness for borrowed money other than except increases made in the ordinary course of business and consistent with past practice; ), or any increase in, or any addition to, other benefits (fincluding without limitation any bonus, profit-sharing, pension or other plan) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of which any of the Company's or its assets other than sales of inventory subsidiaries' officers, directors, employees or stockholders may be entitled, or any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the ordinary course of business and consistent with past practice or dispositions of assets not material made pursuant to the Business; (h) created or assumed any mortgageemployee benefit plans described in the Company Disclosure Letter, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except other payment of any kind to or on behalf of any such officer, director, employee or stockholder other than payment of base compensation and reimbursement for reasonable business expenses in the ordinary course of its business; (xi) any material adverse change or, to the knowledge of the Company, any threat of any material adverse change in the Company's or (j) committed pursuant to a legally binding agreement to do any of its subsidiaries' relations with, or any loss or threat of loss of, any of the things set forth Company's or any of its subsidiaries' important suppliers, distributors or employees; (xii) any write-offs as uncollectible of any notes or accounts receivable of the Company or any of its subsidiaries or write-downs of the value of any assets or inventory by the Company or any of its subsidiaries other than in clause immaterial amounts or in the ordinary course of business consistent with past practice and of substantially the same character, type and magnitude as incurred in the past; (bxiii) and clauses any payment, loan or advance of any amount to or in respect of, or the sale, transfer or lease of any properties or assets (dwhether real, personal or mixed, tangible or intangible) through to, or entering into of any agreement, arrangement or transaction with, any Related Party, except for (i) abovedirectors' fees and (ii) compensation to the officers and employees of the Company and its subsidiaries at rates not exceeding the rates of compensation disclosed in the Company Disclosure Letter (as used herein, a "Related Party" means the Company, any of its subsidiaries, any of the officers or directors of the Company or any of its subsidiaries, any affiliate of the Company or any of its subsidiaries or any of their respective officers or directors, or any business or entity controlled, directly or indirectly, by the Company or any of its subsidiaries); (xiv) any disposition of or failure to keep in effect any rights in, to or for the use of, any patent, trademark, service xxxx, trade name or copyright, or any disclosure to any person not either an employee, franchisee or other person subject to a duty of confidentiality with respect thereto, or other disposal of any trade secret, process or know-how; (xv) any disposition of or failure to keep in effect any right in, to or for the use of any franchise, right, license, permit or other authorization of the Company or any of its subsidiaries; (xvi) any transaction, agreement or event outside the ordinary course of the Company's or its subsidiaries' business or inconsistent with past practice or not of substantially the same character, type or magnitude as incurred in the past.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of Since the Disclosure Schedule or except as permitted by this AgreementStatement Date, since June 30, 2001, Seller has carried on the Business only in the ordinary course, consistent with past practice, and Seller has not not: (a) suffered (involuntarily or voluntarily) (or received notice of any damageevent or occurrence which, destruction with or casualty loss adversely affecting the Assets without notice or the Business; passage of time or both, would reasonably be expected to result in) any adverse changes in the condition (financial or otherwise), results of operations, earnings, properties, business or prospects which individually or in the aggregate would reasonably be expected to have a Material Adverse Effect; (b) incurred or discharged paid any indebtedness, obligation, or other liability (contingent or otherwise), except for indebtedness, obligations and liabilities incurred or paid for the benefit of the Business in the ordinary course of business, and to Seller’s Knowledge there does not exist a set of circumstances that would reasonably be expected to result in any such indebtedness, obligation or liability liability; (c) changed the process by which Accounts Receivable are collected; (d) failed to pay any account payable or entered into indebtedness when due or otherwise delayed the payment of any other transaction account payable, in either case outside the ordinary course of business, except to the extent any such failure or delay results from Seller’s good faith contesting of the account payable or indebtedness; (e) changed the payment terms with its vendors, except in the ordinary course of business; ; (cf) suffered guaranteed any change in its businessliabilities or obligations of any other Person; (g) created, financial condition permitted or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than allowed any Lien of any kind with respect to agreements for which the Buyer Acquired Assets; (h) made or granted any increase in the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it (or for which Buyer may have any liability) to its directors, officers or key employees or increased the rate or terms of any Rehired Employee (including any such increase pursuant to any bonus, pension pension, profit-sharing or other employee benefit plan covering or commitment), except in the ordinary course of business; (i) made any capital expenditure or commitments for any addition to property, plant or equipment, or entered into any service agreement, capital or operating lease, or any other agreement related to the operation of the Business, which in either case exceeds $10,000 singly or $20,000 in the aggregate; (j) suffered or received notice of any damage, destruction or loss in excess of $10,000 (whether or not covered by insurance) to any assets or properties; (k) suffered any strike, collective bargaining negotiation, dispute, grievance, controversy or other similar labor trouble; (l) sold, transferred, licensed, leased or removed from its premises any of its directorsmaterial tangible assets, officers or, except for licenses granted pursuant to a License Out in the ordinary course of business, sold, assigned, licensed, transferred or key employeesgranted any rights under or with respect to any of its Intellectual Property; (m) executed, amended, or terminated any material Business Contract; (e) incurred amended, terminated or waived any indebtedness for borrowed money other than of its rights thereunder; or received notice of termination, amendment, or waiver of any agreement or any material rights thereunder; in each case except in the ordinary course of business and consistent with past practice; pursuant to the terms of the applicable Business Contract; (fn) forgiven instituted, settled, or canceled agreed to settle any indebtedness owing litigation, action or proceeding before any court or governmental body relating to it or waived the Business; (o) entered into any claims transaction, contract or rights commitment outside of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business (whether in connection with, or by reason of, this Agreement or the transactions contemplated hereby), except for any such transactions, contracts or commitments that are not included within the Acquired Assets or the Assumed Liabilities; (p) disclosed any confidential information or trade secrets of the Business to any third party in connection with a proposed transaction involving the acquisition of the Business (other than to Buyer and consistent its Affiliates and the Persons identified in Section 5.8(p) of the Seller Schedule, each of which executed and delivered to Seller (or its representatives) a confidentiality agreement in connection with past practice such disclosure); (q) made any material change in its accounting methods or dispositions of assets not material policies or its accountants; or (r) entered into any agreement or made any commitment to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on take any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except types of actions described in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (dsubsections 5.8(a) through (i5.8(q) above.

Absence of Certain Changes or Events. Except (a) Since December 31, 2008, the Company and its subsidiaries have conducted their businesses in the ordinary course consistent with past practices, and there has not been any condition, circumstance, event, or occurrence that, individually or in the aggregate, has resulted or would be reasonably likely to result in a Material Adverse Effect. (b) Without limiting the generality of Section 3.9(a) and, in each instance, excluding the transactions contemplated by or permitted under Section 5.1 of this Agreement (with respect to the period between the date of this Agreement and the Closing Date), since December 31, 2008, except as set forth in Section 4.6 3.9 of the Disclosure Schedule Letter, neither the Company nor any of its subsidiaries has: (i) created, incurred, assumed, or except as permitted by this Agreementguaranteed any indebtedness or become subject to any material liabilities, since June 30, 2001, the Business has not (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) other than liabilities incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; business and the Redemption Notes; (cii) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering subjected any of its directorsassets to any Lien, officers except Permitted Liens; (iii) sold, assigned, or key employees; (e) incurred transferred any indebtedness for borrowed money material assets, other than in the ordinary course of business and consistent with past practice; business; (fiv) suffered any casualty losses, whether or not covered by insurance, or forgiven or canceled any indebtedness owing to it material claims, or waived any claims or rights right of material value; ; (gv) soldincreased in any material respect its total number of employees or the salaries, leasedwages, licensed bonuses or otherwise disposed of other compensation or benefits payable, or to become payable, to any of its assets other than sales of inventory directors, officers, or employees, except in the ordinary course of business and consistent with past practice or dispositions as required under any existing agreement; (vi) suffered any work stoppage; (vii) changed in any material respect any of assets not its accounting principles or the methods of applying such principles, other than changes required by GAAP; (viii) made any material change in the manner and timing of payment of trade and other payables; (ix) amended its Organizational Documents; (x) made or permitted to have occurred any material change in practices with respect to the Business; collection of accounts receivable; (hxi) created or assumed incurred any mortgage, lien, security interest or other encumbrance on any capital expenditures that are not provided for in the Company’s capital budget (a copy of which has been provided to Parent) (the Assets, except for Permitted Liens; “Budget”); (ixii) entered into, amended adopted, modified, or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or Company Employee Plan other than any Assumed Liability except such actions taken in the ordinary course of business or as otherwise required by Applicable Legal Requirements; (xiii) authorized for issuance, issued, sold, pledged, or delivered any equity interests or other securities convertible into or exchangeable or exercisable for equity interests of the Company or any of its businesssubsidiaries, or redeemed, purchased, or otherwise acquired any equity interests of the Company or any of its subsidiaries; (xiv) merged or consolidated with any Person or entered into any partnership, joint venture, association, or other business organization; or (xv) other than this Agreement, entered into any agreement or (j) committed pursuant to a legally binding agreement commitment to do any of the things set forth foregoing actions specified in clause paragraphs (b) and clauses (di) through (ixiv) above.

Absence of Certain Changes or Events. Except To the Knowledge of the Seller, since December 30, 2000, except as set forth disclosed in Section 4.6 Sections 3.5 or 3.6 of the Disclosure Schedule or except as permitted contemplated by this Agreement, since June 30, 2001, the Business business of the Seller has been conducted in the ordinary course and there has not occurred with respect to the Business: (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the Business; event which has had Material Adverse Effect; (b) any payment, discharge or satisfaction of any liabilities or obligations (whether accrued, absolute, contingent or otherwise) in excess of One Hundred Thousand Dollars ($100,000), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities or obligations incurred or discharged any obligation or liability or entered into any other transaction in the ordinary course of business; (c) except in the ordinary course of business; , any assets (cwhether real, personal or mixed, tangible or intangible) suffered becoming subject to any change in its businessmortgage, financial condition pledge, lien, security interest, encumbrance, or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees restriction or other third parties which individually or in the aggregate would have a Material Adverse Effect; charge of any kind; (d) other than with respect to agreements for which the Buyer any cancellation or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms waiver of any bonusclaims or rights of value, pension or any sale, transfer, distribution or other employee benefit plan covering disposal of any assets, except for sales of its directorsfinished goods inventory or other assets in the ordinary course of business, officers or key employees; (e) incurred disposal of any indebtedness for borrowed money other than assets not in the ordinary course of business and consistent with past practice; for any amount to affiliates of the Seller; (e) any disposal or lapse of any rights in, to or for the use of any patent, trademark, trade name or copyright, or disposal of any customer lists used by the Business; (f) forgiven any increase in the base compensation or canceled other payment to any indebtedness owing to it director, officer or waived employee of the Business, whether now or hereafter payable or granted, or entry into or variation of the terms of any claims employment or rights incentive agreement with any such person (other than increases or variations in base compensation in the ordinary course) or entry into or variation of the material value; terms of any employment or incentive agreements with any such person; (g) soldany capital expenditure or commitment for additions to property, leasedplant or equipment, licensed or otherwise disposed lease agreement which have not been budgeted or planned and disclosed to Purchaser and which exceeds One Hundred Thousand Dollars ($100,000) and which, if purchased, would be reflected in the property, plant or equipment accounts; (h) any change in any method of accounting or keeping its books of account or accounting practices; (i) any damage, destruction or loss of any of its assets other than sales of inventory asset, whether or not covered by insurance which exceeds One Hundred Thousand Dollars ($100,000); (j) except liabilities incurred in the ordinary course of business and consistent business, incurrence of any obligation or liability, including, without limitation, any liability for nonperformance or termination of any contract; or (k) any event which would require in accordance with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except GAAP an increase in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things reserve for bad debts set forth in clause the Contract Net Asset Statement which in the aggregate exceeds One Hundred Thousand Dollars (b) and clauses (d) through (i) above$100,000).

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the Disclosure Schedule or except as permitted by this Agreement3.13, since June 30, 2001the Balance Sheet Date, the Business has not been conducted in the ordinary course consistent with past practice and there has been no event or series of events that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.13, since the Balance Sheet Date, Seller has not: (a) incurred any obligation, commitment or liability (fixed or contingent), except trade or business obligations incurred in the ordinary course of business, which trade or business obligations individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; (b) transferred or granted any material rights under or with respect to any Intellectual Property; (i) made or granted any general wage or salary increase (other than in the ordinary course and consistent with past practice), (ii) engaged any new officer or employee at an annual rate of compensation in excess of DM 75,000 per annum, or (iii) entered into, or increased the annual rate of compensation paid by Seller pursuant to, any employment agreement or other arrangement with any person which provides for an annual rate of compensation or other payments which, together with all other payments and benefits, would provide aggregate annual compensation in excess of DM 75,000 and which may not be terminated by Seller without any payment, other than pursuant to the social plan ("Sozialplan-(KBV)") referred to in the list of Employee Plans referred to in Schedule 3.15 (b), except by notice of at least 30 days; (d) increased the benefits in an existing Seller Employee Plan or any commitment to adopt any additional Seller Employee Plan, terminated or made any arrangement to terminate any Seller Employee Plan; [rest omitted] (e) made or entered into any contract or commitment to make capital expenditures in excess of DM 75,000 individually or DM 500,000 in the aggregate; or (f) made any transfer of property other than in the ordinary course and consistent with past practice (other than cash, Excluded Assets, and those items included in Schedule 3.13(f)), or incurred or guaranteed any indebtedness, to or for the benefit 29 of Deutsche ICI GmbH, Frankfurt am Main, or any other of its Affiliates. (g) suffered any Material Adverse Effect from damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged to any obligation or liability or entered into any other transaction except in the ordinary course property of business; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) aboveSeller.

Absence of Certain Changes or Events. Except as set forth on Schedule 4(i), since December 31, 2003, the Company has operated the business in Section 4.6 the ordinary course and the Company shall not have suffered any Material Adverse Effect and there has not occurred any event, change or development which has had, or which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or which would, individually or in the aggregate, reasonably be expected to prevent or materially interfere with or delay the consummation of the Disclosure Schedule or transaction contemplated hereby. Without limiting the generality of the foregoing, except as permitted by this Agreementset forth on Schedule 4(i), since June 30December 31, 20012003, the Business Company has not: (i) made any change in its authorized capital or outstanding securities; (ii) issued, sold, delivered or agreed to issue, sell or deliver any capital stock, bonds or other corporate securities, including convertible securities, (whether authorized and unissued or held in the treasury), or granted or agreed to grant any options, warrants or other rights calling for the issue, sale or delivery thereof; (iii) borrowed or agreed to borrow any funds or incurred, or become subject to, any obligation or liability (absolute or contingent), except obligations and liabilities incurred in the ordinary course of business, consistent with past practices, none of which are, individually or in the aggregate, materially adverse; (iv) declared, set aside, made, or agreed to make distributions of any assets of any kind whatsoever in respect of its capital stock, or purchased, redeemed or otherwise acquired, or agreed to purchase, redeem or otherwise acquire, any of its outstanding capital stock; (v) unless replaced with assets, property or rights of equal or greater value, sold, transferred or otherwise disposed of, or agreed to sell, transfer or otherwise dispose of any of its assets, property or rights, or disposed of any inventory except in the ordinary course of business consistent with past practices; (vi) entered or agreed to enter into any agreement or arrangement granting any preferential rights to purchase any of its assets, property or rights, including inventories, or requiring the consent of any party to the transfer and assignment of any of such assets, property or rights; (vii) other than in the ordinary course of business, consistent with past practices, made or permitted, or agreed to make or permit, any amendment or termination of any contract, agreement or license to which it is a party or by which it or any of its properties are subject; (viii) made, directly or indirectly, any accrual or arrangement for or payment of bonuses (other than in the normal course of the Company) or special compensation of any kind or any severance or termination pay to any present or former officer, director or employee of the Company; (ix) except for customary raises granted its employees in accordance with its past practices and disclosed to Buyer, increased the rate of compensation payable or to become payable by it to any of its stockholders, officers, directors or employees or adopted any new, or made any 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 such stockholders, officers, directors or employees, except as agreed to by Buyer; (x) merged or consolidated, or agreed to merge or consolidate, with any other corporation or entity, or acquired or agreed to acquire any corporation, association, partnership, joint venture or other entity; (xi) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected to any lien, pledge, mortgage, security interest, conditional sales contract or other encumbrance of any nature whatsoever any of its assets or properties, other than liens, if any, for current Taxes not yet due and payable; (axii) waived any rights of substantial value, whether or not in the ordinary course of business; (xiii) suffered any damage, destruction or casualty loss adversely affecting the Assets loss, whether or the Business; (b) incurred not covered by insurance, which could have a Material Adverse Effect, or discharged suffered any obligation repeated, recurring or liability prolonged shortage, cessation or entered into any other transaction except in the ordinary course interruption of business; (c) inventory shipments, supplies or utility services required to conduct its business and operations or suffered any change in its business, financial condition or in the nature of its relationship with its suppliers, customers, distributors, lessors, licensors, licensees business or other third parties operations which individually has had or in the aggregate would might have a Material Adverse Effect; ; (dxiv) other than with respect to agreements amended or modified, or granted any material exception to, its credit criteria for which new or existing customers; (xv) materially changed any of the Buyer accounting principles followed by it or the Parent will have no liability after Closingmethods of applying such principles, increased except as required by GAAP and disclosed in the rate Financial Statements; (xvi) changed its method of billing or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms of collecting accounts receivable; (xvii) entered into any bonus, pension or other employee benefit plan covering any of its directors, officers or key employees; (e) incurred any indebtedness for borrowed money transaction other than in the ordinary course of business and consistent with past practice; ; (fxviii) forgiven made any commitment to make any capital expenditures that has not been fully paid prior to the Closing Date in excess of $15,000 individually, or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory $35,000 in the ordinary course of business and consistent aggregate; (xix) received condemnation proceedings commenced with past practice respect to any asset or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any property of the AssetsCompany, except for Permitted Liensincluding, without limitation, any Real Property (as defined in Section 4(q)); or (ixx) entered intointo any agreement or commitment to which the Company is a party, amended whether oral or terminated in writing, to take any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except action described in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) abovethis Section 4(i).

Absence of Certain Changes or Events. Except as contemplated by Section 6.2(l) or as set forth on Schedule 4.10, since October 31, 1995, Bank has not declared, set aside or paid any dividend or other distribution with respect to, or repurchased any Equity Investments in, Bank. Except as set forth in Section 4.6 of Schedule 4.10 or as consented to by Buyer in writing, during the Disclosure Schedule or except as permitted by this Agreementperiod from October 31, since June 301995 to the Closing Date, 2001, the Business has not (a) neither Bank nor the Bank Subsidiaries has: (i) mortgaged, pledged or subjected to any Encumbrance or lease any of the Real Property, or permitted or suffered any damagesuch asset to be subjected to any Encumbrance or lease, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; (cii) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practicebusiness, (A) increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, Employee, or director from the amount in effect as of October 31, 1995, or granted any severance or termination pay, (B) entered into any contract to make or grant any severance or termination pay, or (C) paid any bonus to any such person; (fiii) forgiven suffered any strike, work stoppage, slow-down, or canceled any indebtedness owing to it other labor disturbance at the Branches or waived any claims or rights of material valueOperating Sites; (giv) soldamended, leasedcanceled or terminated any agreement relating to Technology Systems, licensed Software or otherwise disposed of any of its assets other than sales of inventory Intellectual Property, except in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Businessbusiness; (hv) created changed its accounting principles, practices or assumed methods except as required by any mortgagechange in Applicable Law, lien, security interest GAAP or other encumbrance on any of the Assets, except for Permitted Liensregulatory accounting principles; (ivi) engaged in any material sale or purchase of assets, entered into, amended amended, or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or engaged in any Assumed Liability except other material transaction other than for fair value in the ordinary course of its business; or (jvii) committed pursuant incurred any damage, destruction or loss to a legally binding agreement to do any of the things set forth assets of Bank and the Bank Subsidiaries which has had or may be reasonably expected to have, individually or in clause the aggregate, a material adverse effect on Bank and the Bank Subsidiaries taken as a whole; and (b) no event has occurred or has failed to occur which has had or is reasonably expected to have, individually or in the aggregate with any other event(s), a material adverse effect on Bank and clauses (d) through the Subsidiaries taken as a whole, provided, however, that for purposes of this Section 4.10, no such material adverse effect shall be deemed to have occurred as a result of (i) aboveany change in Applicable Law, GAAP or regulatory accounting principles, (ii) changes in thrift laws or regulations, or interpretations thereof, that affect the thrift industry generally or changes in the general level of interest rates unless such change affects Bank to a materially greater extent than thrift institutions generally, (iii) or any assessment imposed on the Bank in connection with the recapitalization of the Savings Association Insurance Fund of the FDIC, or (iv) the write-off of any goodwill on the books of Bank and the Bank Subsidiaries as a result of the execution and delivery of this Agreement.

Absence of Certain Changes or Events. Except as disclosed in the Company Reports, since November 8, 2002, there has been no event or set of circumstances that has resulted in or would be reasonably likely to result in a Company Material Adverse Effect. Except as disclosed in the Company Reports or as set forth in Section 4.6 of the Disclosure Schedule or except as permitted by this Agreementon SCHEDULE 2.7, since June 30, 2001the Company Audit Date, the Business Company and each of its Subsidiaries has not conducted its business in the ordinary course of business, and has not: (a) suffered paid any damagedividend or distribution in respect of, destruction or casualty loss adversely affecting redeemed or repurchased any of, its capital stock other than the Assets Company's repurchase of unvested shares, at the original purchase price paid per share, from terminating employees or the Businessconsultants; (b) incurred any material loss of, or discharged significant injury to, any obligation of the material Assets, whether as the result of any natural disaster, labor trouble, accident, other casualty, or otherwise; (c) incurred, or become subject to, any material liability (absolute or entered into contingent, matured or unmatured, known or unknown), and the Company has no Knowledge of any other transaction basis for such liabilities, except current liabilities incurred in the ordinary course of business; (d) mortgaged, pledged or subjected to any material Encumbrance any of its Assets; (e) sold, exchanged, transferred or otherwise disposed of any of its material Assets except in the ordinary course of business; (cf) suffered written down the value of any change Assets or written off as uncollectible any accounts receivable, except write downs and write-offs in its the ordinary course of business, financial condition or in its relationship with its suppliersnone of which, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effectaggregate, are material; (dg) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms of entered into any bonus, pension or other employee benefit plan covering any of its directors, officers or key employees; (e) incurred any indebtedness for borrowed money transactions other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Businessbusiness; (h) created made any change in any method of accounting or assumed any mortgage, lien, security interest accounting practice; or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated made any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things foregoing, other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement. Since the Company Audit Date, except as disclosed in the Company Reports or set forth in clause (b) and clauses (d) through SCHEDULE 2.7, there has not been: (i) aboveany increase in the compensation or benefits payable or to become payable by the Company to any of the directors, officers, consultants or employees of the Company, other than salary increases in connection with customary performance reviews and customary bonuses consistent with past practices; (ii) any discharge or satisfaction of any material Lien or payment of any material liability or obligation other than current liabilities in the ordinary course of business; or (iii) any agreement to do any of the foregoing, other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement.

Absence of Certain Changes or Events. (a) Except as disclosed in Schedule 3.12(a), since the Balance Sheet Date, the Business has been conducted in the ordinary course consistent with past practice. (b) Since the Balance Sheet Date through the date hereof and except as set forth in Section 4.6 of the Disclosure Schedule 3.12(b) or except as permitted contemplated by this Agreement, since June 30, 2001, the Business there has not been: (ai) suffered any damageevent, destruction occurrence, development or casualty loss adversely affecting the Assets state of circumstances or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; (c) suffered any change in its businessfacts that, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would aggregate, has had or could reasonably be expected to have a Material Adverse Effect; ; (dii) other than with respect to agreements for which the Buyer any incurrence, assumption or the Parent will have no liability after Closing, increased the rate or terms guarantee by either Seller of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money with respect to the Business other than in the ordinary course of business and consistent with past practice; (f) forgiven practices, in each case that may bind or canceled any indebtedness owing to it obligate Buyer or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets Affiliates in any way upon or as a result of the consummation of the transactions contemplated hereby; (iii) any making of any loan, advance or capital contributions to or investment in any Person other than sales of inventory loans, advances, capital contributions or investments made in the ordinary course of business and consistent with past practice practices, in each case that may bind or dispositions obligate Buyer or any of its Affiliates in any way upon or as a result of the consummation of the transactions contemplated hereby; (iv) any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets not of the Station having a replacement cost of more than $25,000 for any single loss or $100,000 for all such losses; (v) instituted or settled any material legal proceeding by either Seller relating to the Business; ; (hvi) created any transaction or assumed commitment made, or any mortgage, lien, security interest contract or other encumbrance on any of the Assets, except for Permitted Liens; (i) agreement entered into, amended by either Seller relating to the Business or terminated Purchased Assets (including the acquisition or disposition of any Material Contract, Lease or Permit (each as hereinafter definedassets) or any Assumed Liability except relinquishment by either Seller of any contract or other right, in either case, other than transactions and commitments in the ordinary course of its business; business consistent with past practices and those contemplated by this Agreement; (vii) any material change in the Station's usage or pattern of usage of Program Rights, any material change in the broadcast hours or in the percentages of types of programming broadcast by the Station or any other material change in the programming policies of the Station; (viii) the creation or other incurrence by either Seller of any Lien on any asset relating to the Business other than Permitted Liens; (ix) any (A) establishment of any bonus, insurance, employment, severance, deferred compensation, pension, retirement, profit sharing, stock option (including any grant of any stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan (or any amendment to any such existing agreement), (B) grant of any severance or termination pay to any officer of either Seller or employee of the Business, or (jC) committed pursuant increase or change to the rate or nature of the compensation (including wages, salaries and bonuses) that is paid or payable or to become payable to any Person employed by the Station, except (x) in each case, as may be required by Law or existing contracts or applicable collective bargaining agreements that have previously been disclosed to Buyer and (y) in the ordinary course of business consistent with past practices with respect to Persons who are not either (i) responsible for any principal administrative, operating or financial function of the Business or (ii) talent; (x) any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Station, which employees were not subject to a legally binding collective bargaining agreement at the Balance Sheet Date, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of the Station; (xi) any sale of Real Property; (xii) any change in any method of accounting or accounting practice by either Seller with respect to the Business except for any such change required by reason of a concurrent change in GAAP; or (xiii) any agreement or commitment to do any of the things anything set forth in clause (b) and clauses (d) through (i) abovethis Section 3.12.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 Since December 31, 2004 through the date hereof, each of the Disclosure Schedule or except as permitted by this Agreement, since June 30, 2001, the Business F&M and F&M Bank has not (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except conducted its business only in the ordinary course consistent with past practice, and there has not been: (a) any Material Adverse Change in F&M; (b) any declaration, setting aside or payment of business; any dividend or other distribution (whether in cash, stock or property) with respect to any capital stock of F&M; (c) suffered any change split, combination or reclassification of any capital stock of F&M, or any issuance or the authorization of any issuance of any other securities in its businessrespect of, financial condition in lieu of or in its relationship with its supplierssubstitution for shares of capital stock of F&M, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; except as may be required pursuant to Section 6.2(g); (d) other than with respect any (i) granting by F&M or F&M Bank to agreements for which the Buyer any current or the Parent will have no liability after Closingformer director, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms of any bonus, pension executive officer or other employee benefit plan covering of F&M or F&M Bank of any of its directorsincrease in compensation, officers bonus or key employees; (e) incurred any indebtedness other benefits, except for borrowed money other than normal increases in cash compensation in the ordinary course of business and consistent or as required under any employment agreements in effect as of December 31, 2004; (ii) granting by F&M or F&M Bank to any such current or former director, executive officer or employee of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements in effect as of December 31, 2004, or (iii) entry by F&M or F&M Bank into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with past practice; any such current or former director, executive officer or employee; (e) any damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate is reasonably likely to have a Material Adverse Effect on F&M; (f) forgiven except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or canceled any indebtedness owing to it practices by F&M or waived any claims F&M Bank materially affecting their reported financial condition or rights results of material valueoperation; or (g) sold, leased, licensed any tax election by F&M that individually or otherwise disposed in the aggregate is reasonably likely to have a Material Adverse Effect on the tax liability or tax attributes of F&M or any settlement or compromise of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) abovetax liability.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 As of the Disclosure Schedule or date hereof, except as permitted by disclosed in the Seller Disclosure Schedule, since March 31, 2007, SGF and FSE have conducted their businesses only in the ordinary course consistent with past practice and, since such date, there has not been (i) any event, development, state of affairs or condition, or series or combination of events, developments, states of affairs or conditions, that, individually or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect on SGF or FSE, or that would reasonably be expected to materially impair, materially delay or prevent the performance of this Agreement, since June 30, 2001, the Business has not ; (aii) suffered any material damage, destruction or casualty loss adversely affecting the Assets (whether or not covered by insurance) with respect to SGF, FSE, or the BusinessProperty; (biii) incurred any material change by either SGF or discharged FSE in its accounting methods, principles or practices; (iv) any obligation revaluation by either SGF or liability FSE of any of its material assets; (v) any issuance or entered into the authorization of any issuance of any common stock or other equity interest in respect of, in lieu of or in substitution for, shares of SGF’s or FSE’s capital stock; (vi) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan, or any other transaction except increase in the ordinary course compensation payable or to become payable to any officers or key employees of business; (c) suffered any change in its businessSGF or FSE other than increases that would not be material, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than aggregate, with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it to its directors, such officers or key employees receiving such benefit or increased compensation (based on a comparison to benefits and compensation received in the rate year ended December 31, 2006); (vii) any entry into, renewal, modification or terms of extension of, any bonusMaterial Contract (as defined herein), pension or any other material Contract between SGF or FSE, on the one hand, and with any other party, on the other hand, except for such Material Contract or other employee benefit plan covering any of its directors, officers or key employees; (e) incurred any indebtedness for borrowed money other than Contract made in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Businessas contemplated by this Agreement; (hviii) created any settlement of pending or assumed any mortgagethreatened material litigation involving SGF, lienFSE, security interest or other encumbrance on any of the Assets, except for Permitted Liens; Property (i) entered into, amended whether brought by a private party or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its businessa Governmental Entity); or (jix) committed pursuant any event or development that would, individually or in the aggregate, reasonably be expected to a legally binding agreement to do any prevent or materially delay the performance of this Agreement by the things set forth in clause (b) and clauses (d) through (i) aboveCompany.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 2.8(a) through Section 2.8(g) of the Company Disclosure Schedule or except as permitted by this Agreementthe Company SEC Reports, since June 30July 1, 20011995, the Business Company has conducted its business in the ordinary course and there has not occurred: (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the BusinessMaterial Adverse Effect; (b) incurred any amendments or discharged changes in the Certificate of Incorporation or By-laws of the Company or similar organizational documents of its significant subsidiaries; (c) any obligation damage to, destruction or liability loss of any asset of the Company or entered into any of its subsidiaries (whether or not covered by insurance) that constitutes a Material Adverse Effect; (d) any material change by the Company in its accounting methods, principles or practices except as required by any change in generally accepted accounting principles; (e) any material revaluation by the Company of any of its or any of its subsidiaries' assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other transaction except than in the ordinary course of business; (cf) suffered any change in its businesssale, financial condition pledge, disposition of or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees encumbrance upon any assets of the Company or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; subsidiaries (eexcept (i) incurred any indebtedness for borrowed money other than sales of assets in the ordinary course of business and in a manner consistent with past practice, (ii) dispositions of obsolete or worthless assets and (iii) sales of immaterial assets not in excess of $10,000,000 in the aggregate); (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed any other action or otherwise disposed event that would have required the consent of Parent pursuant to any of its assets other than sales the following provisions of inventory Section 4.1 had such action or event occurred after the date of this Agreement: Section 4.1(d) (except that for purpose of this Section 2.8(g), clause (ii) of Section 4.1(d) shall not apply to subsidiaries of the Company and clause (iii) of Section 4.1(d) shall not apply to the repurchase in the ordinary course of business any options from any employee of the Company or any of its subsidiaries who is not an officer or director and consistent with past practice or dispositions of assets not material shall apply only to the Business; Company and any subsidiary of the Company that is not a wholly owned subsidiary of the Company), Section 4.1(e)(i), Section 4.1(e)(ii), Section 4.1(e)(iv), Section 4.1(e)(v) (hbut only insofar as applicable to clauses (i), (ii) created or assumed any mortgageand (iv) of Section 4.1(e)), lien, security interest or other encumbrance on Section 4.1(f)(i) (but only insofar as any of the Assetsactions described therein benefit any director or officer of the Company), except for Permitted Liens; Section 4.1(f)(ii) (i) entered into, amended or terminated any Material Contract, Lease or Permit (each but only insofar as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) actions described therein benefit any director or officer of the Company), Section 4.1(f)(iii), Section 4.1(g), Section 4.1(h), Section 4.1(i), and clauses (d) through (i) aboveSection 4.1(j).

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the Disclosure separately as to each entity on Schedule or except as permitted by this Agreement6.5, since June 30, 2001, the Business Balance Sheet Date there has not been any: (a) suffered any damagechange, destruction occurrence or casualty loss adversely affecting the Assets event which (together with other changes, occurrences and events) has had or the Business; is reasonably likely to have a Material Adverse Effect; (b) incurred declaration, setting aside or discharged payment of any obligation dividend or liability other distribution (whether in cash, stock or entered into property) with respect to, or split, combination or reclassification of, any PGI Common Stock or any issuance or the authorization of any issuance of any other transaction securities in respect of, in lieu of or in substitution for PGI Common Stock other than (i) by reason of exercise of Options or warrants granted and existing as of the Balance Sheet Date or (ii) issuance of replacements for lost stock certificates; (c) except as set forth in clause (b) above, issuance or sale of PGI Common Stock or other capital stock of PGI or PGW, or any right to acquire such shares, by PGI or PGW or any authorization for such action or any issuance or grant of any options or warrants; (d) change in the condition (financial or otherwise), assets, liabilities (fixed or contingent), obligations, indebtedness, operations, earnings or business of PGI and PGW, except for changes which have been in the ordinary course of business which, in accordance with GAAP applied in a manner consistent with such application in the Financial Statements, have been fully recorded in the books and records of PGI and PGW and which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect; (e) other than pursuant to existing collective bargaining agreements, employment agreements, corporate policies, practices and procedures or existing plans and arrangements described on Schedule 6.5(e) hereto, (i) increase in the compensation payable or to become payable by PGI or PGW to any of their officers, directors, employees, independent contractors or agents (collectively, "PGI Personnel") whose total compensation for services rendered to PGI or PGW is currently at an annual rate of more than $50,000, or any increase of general applicability in the compensation payable to PGI Personnel, (ii) bonus, incentive compensation, service award or other like benefit, granted, made or accrued, contingently or otherwise, of or to the credit of PGI Personnel, or (iii) employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by PGI or PGW; PROVIDED, HOWEVER, that PGI and PGW may have, to the extent included in the projections heretofore provided to AMS, made normal bonus payments to their officers and employees (but no increase in the executive compensation beyond projected cost of living increases in the aggregate); (f) strikes, picketing, unfair labor practices, demands for recognition, petitions or other labor disputes (other than grievance procedures in the ordinary course of business; ), or any controversies or unsettled grievances threatened between PGI or PGW and any PGI Personnel or any collective bargaining organization representing or seeking to represent PGI Personnel; (cg) suffered except as described on Schedule 6.5(g), addition to or modification of the employee benefit plans, arrangements or practices of PGI or any of its Subsidiaries that affects PGI or PGW; (h) except as described on Schedule 6.5(h), establishment, agreement to establish or any change in any pension, retirement or welfare plan of PGI or any of its businessSubsidiaries not theretofore in effect that affects PGI or PGW; (i) mortgage, financial condition pledge or subjection to any Encumbrance of any of the assets, tangible or intangible, of PGI or PGW except (i) the lien for current real and personal property taxes incurred but not yet due and payable, (ii) materialmen's or like liens or obligations arising in its relationship with its suppliersthe ordinary course of business securing obligations not yet due and payable, customersor (iii) purchase money security interests or similar liens arising in the ordinary course of business in an amount not to exceed in the case of this clause (iii) $25,000, distributorsin the aggregate; (j) sale, lessorsassignment, licensorslease or transfer of any properties or assets, licensees tangible or other third parties intangible, of PGI or PGW which individually are material, singly or in the aggregate would have a Material Adverse Effect; (d) aggregate, to PGI or PGW other than in the ordinary course of business and consistent with respect to agreements for which past practice or any conducting of business other than in the Buyer ordinary course and consistent with past practice, or any acquisition of all or any part of the Parent will have no liability after Closingassets, increased the rate properties, stock or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms business of any bonus, pension or other employee benefit plan covering any of its directors, officers or key employees; (e) incurred any indebtedness for borrowed money Person other than in the ordinary course of business and consistent with past practice; ; (fk) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) soldexcept as described on Schedule 6.5(k), leased, licensed or otherwise disposed cancellation of any debt or waiver of its assets any claim, account receivable or any right of significant value to PGI or PGW, not in the ordinary course of business and involving more than $25,000 in any one instance or series of related instances; (l) transaction, contract, agreement or commitment, except in the ordinary course of business or as was ordinary and necessary in connection with the transactions contemplated hereby and involving more than $10,000 in any one instance or series of related instances; (m) amendment, cancellation or termination by PGI or PGW of any contract, agreement or other instrument which is material to PGI or PGW; (n) liability incurred by PGI or PGW, except liabilities incurred in the ordinary course of business consistent in both kind and amount with past practices of PGI and PGW and which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect; (o) payment, discharge or satisfaction of any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise) of PGI or PGW other than sales of inventory current liabilities reflected in the Financial Statements, current liabilities incurred since the Balance Sheet Date in the ordinary course of business and consistent with past practice or dispositions scheduled payments pursuant to obligations under loan agreements or other contracts identified on Schedule 6.5(o) hereto; (p) capital expenditure or the execution of assets any lease with respect to any aspect of the business of PGI and PGW, or any incurring liability therefor, involving payments in excess of $25,000 in the aggregate, including all forward commitments to purchase equipment or inventory; (q) borrowing of money by PGI or PGW or guaranteeing of any indebtedness of others by PGI or PGW other than in the ordinary course of business and consistent with past practice; (r) lending of any money or otherwise pledging the credit of PGI or PGW to any party other than PGI and PGW; (s) failure to operate the business of PGI and PGW in the ordinary course so as to preserve the business intact, to keep available to PGI and PGW the services of the PGI Personnel to the extent they have been providing services to PGI or PGW, and to preserve for the Surviving Corporation the goodwill of the publishers, customers and others having business relations with PGI or PGW except where such failure would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect; (t) except as described on Schedule 6.5(t), cancellation of, or failure to continue, insurance coverages of PGI or PGW; (u) failure to pay any material current obligations of PGI or PGW in accordance with the general practices of PGI and PGW, except for those being contested in good faith and disclosed on Schedule 6.5(u) hereto; (v) damage, destruction or casualty loss relating to PGI or PGW, whether covered by insurance or not which would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect; (w) new transaction entered into by PGI or PGW with any Affiliate of PGI, PGW or any Principal Shareholder, including any dividend payment; (x) except as described on schedule 6.5(x), settlement of any Tax claim or assessment, surrender of any right to claim a Tax refund, any action taken or omitted to be taken, if any such action or omission would have the effect of increasing the Tax liability or reducing any net operating loss, net capital loss, investment tax credit, or any other credit or tax attribute which could reduce Taxes (including, without limitation, deductions and credits related to alternative minimum taxes), involving more than $25,000 in the aggregate; (y) hiring or firing of any employees of PGI or PGW having a title of "manager" (or any employee having a comparable or more senior title); (z) change in accounting methods, principles, practices, methods of management or operation by PGI or PGW materially affecting its respective assets, liabilities or business; (aa) material change in the method of billing customers or the credit terms made available by PGI or PGW, to its customers; (bb) termination, discontinuance, closure or disposal of any facility or business operation of PGI or PGW; (cc) extraordinary loss relating to the business of PGI or PGW; (dd) termination of or communication of intent or threat to terminate, by any publisher or supplier, its relationship with PGI or PGW, or the intention to reduce substantially the quantity of products or services it sells to or through PGI or PGW, except in the case of publishers and suppliers whose sales are not, in the aggregate, material to the Business; business or the financial condition of PGI or PGW; (hee) created termination of or assumed communication of intent or threat to terminate, by any mortgagecustomer, lienits relationship with PGI or PGW, security interest or other encumbrance on any the intention to reduce substantially the quantity of products or services it purchases from PGI or PGW, or its dissatisfaction with the Assetsproducts or services sold by PGI or PGW, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; business or in the case of customers whose purchases are not, in the aggregate, material to the business or the financial condition of PGI or PGW, or (jff) committed pursuant to a legally binding agreement agreement, authorization or commitment by PGI or PGW to do any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the Disclosure Schedule or except as permitted by this Agreement, since June 30, 2001, the Business has not (a) suffered Except as reflected on the Latest Financial Statements or in connection with the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions, since the Latest Balance Sheet Date to the date hereof (i) the Company and its Subsidiaries have conducted their business in all material respects in the ordinary course of business consistent with past practice; and (ii) there has not occurred any damageevent, destruction change, development, condition, occurrence or casualty loss adversely affecting effect that. has had or would reasonably be likely to have, individually or in the Assets or the Business; aggregate, a Company Material Adverse Effect. (b) Without limiting the generality of the foregoing, except as reflected on the Latest Financial Statements or in connection with the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions, since the Latest Balance Sheet Date to the date hereof, neither the Company nor any of its Subsidiaries has: (i) declared, set aside, made or paid any dividend or other distribution (whether in cash or in kind) on or with respect to any of its membership interests or other equity securities; (ii) reclassified, combined, split, subdivided or redeemed, or purchased or otherwise acquired, directly or indirectly, any of its membership interests or other equity securities; (iii) made any payments to Seller or any Affiliate of Seller (other than the Company and any Subsidiary of the Company); (iv) transferred, issued, sold or disposed of any of its membership interests or other equity securities or granted options, warrants, calls or other rights to purchase or otherwise acquire any of its membership interests or other equity securities; (v) amended or otherwise changed, or authorized or proposed to amend or otherwise change, its certificate of formation or limited liability company agreement or equivalent organizational documents; (vi) incurred any Indebtedness or discharged made any obligation loans or liability or entered into any other transaction advances, except in the ordinary course of business; business consistent with past practice; (cvii) suffered made any change commitment for any capital expenditure; (viii) issued, sold, pledged, disposed of or otherwise subjected to any Encumbrance (other than Permitted Encumbrances) (A) any of its membership interests or other equity securities, or any options, warrants, calls or other rights to acquire any such membership interests or other equity securities or (B) any material properties or assets of the Company or any of its Subsidiaries, other than sales or transfers of inventory in its businessthe ordinary course of business consistent with past practice; (ix) directly or indirectly acquired or agreed to acquire (A) by merging or consolidating with, financial condition purchasing a substantial equity interest in or a substantial portion of the assets of, making an investment in or loan or capital contribution to or in its relationship with its suppliersany other manner, customersany corporation, distributorspartnership, lessors, licensors, licensees association or other third parties which individually business organization or division thereof or (B) any assets that are otherwise material to the Company and its Subsidiaries, other than inventory acquired and capital expenditures made in the ordinary course of business consistent with past practice; (x) made any material deviation from any historical accounting principle, procedure or practice followed by the Company or any of its Subsidiaries or in the aggregate would have a Material Adverse Effect; method of applying any such principle, procedure or practice; (dxi) (i) hired or terminated any employee or manager, other than any non-officer employee hired or terminated in the ordinary course of business consistent with respect past practice, (ii) materially increased, established or committed to agreements for which the Buyer materially increase or the Parent will have no liability after Closingestablish, increased the rate whether orally or terms in writing, any form of compensation or benefits payable to or to become payable by it to its directors, officers the Company or key employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering any of its directorsSubsidiaries to its consultants, officers managers or key employees; , including without limitation pursuant to any Company Plan, other than any increase, establishment or commitment affecting non-officer employees that was implemented in the ordinary course of business consistent with past practice, (eiii) incurred adopted, entered into, established, materially amended or modified in any indebtedness for borrowed money material respect, or terminated any Company Plan, or (iv) accelerated the vesting or payment of any compensation or benefits under any Company Plan (other than as required under any Company Plan pursuant to the terms of such Company Plan in existence as of the date hereof or other than in the ordinary course of business and consistent with past practice; ); (fxii) forgiven instituted, settled or canceled agreed to settle any indebtedness owing to it Action; (xiii) adopted a plan of complete or waived any claims partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or rights other reorganization of material value; (g) sold, leased, licensed the Company or otherwise disposed of any of its assets other than sales of inventory in Subsidiaries; or (xiv) authorized any of, or committed, resolved or agreed to take any of, the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things set forth in clause (b) and clauses (d) through (i) aboveforegoing actions.

Absence of Certain Changes or Events. (a) Except as set forth in Section 4.6 3.8 of the Company Disclosure Schedule or except Letter, as permitted contemplated by this AgreementAgreement or as disclosed in any Company SEC Report, since June 30August 31, 20011998, (i) the Business has not (a) suffered any damage, destruction or casualty loss adversely affecting Company and the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except Company Subsidiaries have conducted their respective businesses only in the ordinary course of business; course, consistent with past practice and (cii) suffered there has not occurred or arisen any change in its businesschange, financial condition effect, event or in its relationship with its suppliersoccurrence that, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; Effect excluding any change, effect, event or occurrence resulting primarily from (dA) changes in general economic, financial, regulatory, political or market conditions or (B) events or developments generally affecting the industry in which the Company operates. (b) Except as set forth in Section 3.8(b) of the Company Disclosure Letter or as permitted pursuant to Section 5.1, since August 31, 1998, there has not been: (i) any declaration, setting aside or payment of any dividend or other than distribution with respect to agreements for which any shares of capital stock of the Buyer Company, or any repurchase, redemption or other acquisition by the Parent will have no liability after Closing, increased the rate Company or terms of compensation or benefits payable to or to become payable by it to its directors, officers or key employees or increased the rate or terms any Company Subsidiary of any bonus, pension Company securities; (ii) (A) any incurrence or other employee benefit plan covering assumption by the Company or any Company Subsidiary of its directors, officers or key employees; (e) incurred any indebtedness for borrowed money or (B) any guarantee, endorsement or other incurrence or assumption of material liability (whether directly, contingently or otherwise) by the Company or any Company Subsidiary for the obligations of any other person (other than any wholly owned Company Subsidiary), other than in the ordinary course of business and consistent with past practice; ; (fiii) forgiven any creation or canceled assumption by the Company or any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed Company Subsidiary of any Lien on any material asset of its assets the Company or any Company Subsidiary, other than sales in the ordinary course of inventory business, consistent with past practice; (iv) any making of any loan, advance or capital contribution to or investment in any person by the Company or any Company Subsidiary, other than in the ordinary course of business, consistent with past practice and in any event in excess of $100,000; (A) any contract or agreement entered into by the Company or any Company Subsidiary on or prior to the date hereof relating to any material acquisition or disposition of any assets or business, (B) any modification, amendment, assignment or termination of or relinquishment by the Company or any Company Subsidiary of any rights under any Material Distribution Agreement or (C) any modification, amendment, assignment or termination of or relinquishment by the Company or any Company Subsidiary of any rights under any other Contract (including any insurance policy naming it as a beneficiary or a loss payable payee) that does or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect other than in the case of (A) and (C), transactions, commitments, contracts or agreements in the ordinary course of business and consistent with past practice or dispositions those contemplated by this Agreement; (vi) any material change in any method of assets not material to accounting or accounting principles or practice by the Business; (h) created Company or assumed any mortgage, lien, security interest or other encumbrance on any of the AssetsCompany Subsidiary, except for Permitted Liensany such change required by reason of a change in GAAP; or (vii) any (A) grant of any severance or termination pay to any director, officer or employee of the Company or any Company Subsidiary; (iB) entered intoentering into of any employment, amended deferred compensation or terminated any Material Contract, Lease or Permit other similar agreement (each as hereinafter defined) or any Assumed Liability except amendment to any such existing agreement) with any director, officer or employee of the Company or any Company Subsidiary; (C) increase in benefits payable under any existing severance or termination pay policies or employment agreements; or (D) increase in compensation, bonus or other benefits payable to directors, officers or employees of the Company or any Company Subsidiary who are not parties to employment agreements with the Company or any Company Subsidiary in effect prior to such date, other than, in the case of clauses (A) through (D), with respect to any directors, officers and employees that are not parties to employment agreements with the Company or any Company Subsidiary, in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any business consistent with past practices or, in the case of the things set forth in clause (b) and clauses (dA) through (iD) abovewith respect to any directors, officers or employees who are parties to employment agreements, in accordance with their respective employment agreements.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the Disclosure Schedule or except as permitted by this Agreement5.14, since June 30the Financial Statements Date, 2001, Seller has operated the Business has not (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except Station in the ordinary course of business; business consistent with past practice, and there has not been in connection with or related to the Station: (ca) suffered any change in its businessobligation or liability (whether absolute, financial condition accrued, contingent or in its relationship with its suppliersotherwise, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to and whether due or to become payable by it 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; (edue) incurred any indebtedness for borrowed money by the Company, other than current obligations and liabilities incurred in the ordinary course of business and consistent with past practice; ; (fb) forgiven any payment, discharge or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed satisfaction of any claim or obligation of its assets other than sales of inventory the Company, except in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; practice; (hc) created or assumed any mortgagesale, lien, security interest assignment or other encumbrance on disposition of any tangible asset of the Assets, Company (except for Permitted Liens; obsolete equipment disposed of in the ordinary course of business consistent with past practice) or any sale, assignment, license, transfer or other disposition of any Intellectual Property Rights (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability other intangible assets; (d) except in the ordinary course of its business; , any amendment, modification or termination of any Material Station Contract; (e) any creation of any material claim or Lien (other than Permitted Liens) on any property of the Company; (f) any material write-down of the value of any asset of the Company or any material write-off as uncollectible of any account receivable or any portion thereof; (g) any acceleration in the collection of accounts receivable of the Company; (h) any adverse change in cable carriage or channel position on which the Station is carried (on any cable system with more than 1,000 subscribers); (i) any notice from any of the Station’s sponsors as to any of such sponsor’s intention not to conduct business with the Station, the result of which loss or potential loss of business, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (j) committed any period of four (4) or more consecutive days during which the Station was off the air for any reason or a period of fifteen (15) or more days during which the Station operated at substantially reduced power; (k) any cancellation of any debts or claims or any amendment, termination or waiver of any rights of value to Seller; (l) any capital expenditure or commitment or addition to property, plant or equipment of the Company, individually or in the aggregate, in excess of Five Thousand Dollars ($5,000); (m) any increase in the compensation of any employee, officer, shareholder, director, consultant or agent of the Company, including any increase pursuant to a legally binding any bonus, pension, profit-sharing or other benefit or compensation plan, policy or arrangement or commitment; (n) any material damage, destruction or loss (whether or not covered by insurance) affecting any asset or property of the Company; (o) any cancellation, delinquency or loss of any permit, approval, franchise, concession, license or other governmental authorization; (p) any institution of, settlement of or agreement to do settle any litigation, arbitration, action or proceeding; (q) any change in the accounting methods or accounting practices followed by the Company or any change in depreciation or amortization policies or rates; (r) any Material Adverse Effect (which, for purposes of this Agreement, means (i) any effect that is materially adverse to the business, assets, operations, condition (financial or otherwise), prospects, or results of operations of the Company and the Station Business taken as a whole, but excluding from this clause (i) any such effect resulting from or arising in connection with (A) changes or conditions generally affecting the broadcast television industry (except in the case of this clause (A) if the impact on the Station Business is materially disproportionate to the impact on broadcast television) or (B) changes in United States general economic, regulatory or political conditions, (ii) any effect with respect to the Station Business that materially impacts, materially delays or prevents the consummation of the transactions contemplated hereby, including the grant of the FCC Consent, (iii) an effect that creates a material limitation on the ability of the Buyer to conduct the Station Business as conducted immediately prior to the Initial Closing or Closing, as applicable, or (iv) an effect that creates a limitation in the ability of Buyer to acquire valid and marketable title to the Stock free and clear of all Liens (other than Permitted Liens)). (s) any agreement or action not otherwise referred to in items (a) through (r) above entered into or taken that is material to the Station Business; or (t) any agreement or commitment, whether in writing or otherwise, to take any of the things set forth actions specified in clause the foregoing items (b) and clauses (da) through (i) aboves).

Absence of Certain Changes or Events. Except for transactions specifically contemplated in this Agreement or as set forth in on Section 4.6 3.7 of the Company Disclosure Schedule or except as permitted by this AgreementSchedule, since June 30May 31, 20012005, neither the Business has not Company nor any of its officers or directors in their representative capacities on behalf of the Company has: (a) suffered taken any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability action or entered into or agreed to enter into any transaction, agreement or commitment other transaction except than in the ordinary course of business; ; (b) forgiven or canceled any Debt or waived any claims or rights of material value (including, without limitation, any Debt owing by any Shareholder, officer, director, employee or affiliate of the Company); (c) suffered any change in its businessgranted, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; , any increase in the compensation of directors, officers, employees or consultants (fincluding any such increase pursuant to any employment or consulting agreement or bonus, pension, profit-sharing, lease payment or other plan or commitment) forgiven or canceled any indebtedness owing increase in the compensation payable or to it become payable to any director, officer, employee or waived consultant; (d) suffered any claims change having, or rights reasonably likely to have, a Company Material Adverse Effect; (e) borrowed or agreed to borrow any funds, incurred or become subject to, whether directly or by way of material value; assumption or guarantee or otherwise, any Debt, or any other obligations or liabilities (gabsolute, accrued, contingent or otherwise) soldindividually in excess of $5,000 or in excess of $10,000 in the aggregate, leased, licensed or otherwise disposed of any of its assets except liabilities and obligations (other than sales of inventory Debt) that are incurred in the ordinary course of business and consistent with past practice or dispositions increased, or experienced any change in any assumptions underlying or methods of assets not material to the Business; (h) created or assumed calculating, any mortgagebad debt, lien, security interest contingency or other encumbrance on reserves; (f) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of claims, liabilities and obligations reflected or reserved against in the Financial Statements or incurred in the ordinary course of business and consistent with past practice since March 31, 2005; (g) permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any Encumbrance, restriction or charge which remains in existence on the Assetsdate hereof, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of business and consistent with past practice; (h) purchased or sold, transferred or otherwise disposed of any of its material properties or assets (real, personal or mixed, tangible or intangible) other than as contemplated by this Agreement or sales or licenses of software and services in the ordinary course of business; ; (i) disposed of or permitted to lapse any rights to the use of any trademark, trade name, patent or copyright, or disposed of or disclosed to any Person without obtaining an appropriate confidentiality agreement from any such Person any material trade secret, formula, process or know-how not theretofore a matter of public knowledge; (j) committed pursuant made any single capital expenditure or commitment in excess of $5,000 for additions to a legally binding agreement property, plant, equipment or intangible capital assets or made aggregate capital expenditures in excess of $10,000 for additions to do property, plant, equipment or intangible capital assets; (k) made any election or change in any election concerning Taxes, any adoption or change in any Tax accounting method or practice, or any change in any Tax accounting period, or any other change in accounting methods or practices or internal control procedure; (l) issued any capital stock or other securities, or declared, paid or set aside for payment any dividend or other distribution in respect of its capital stock, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of the Company, or otherwise permitted the withdrawal by any of the things set forth holders of Company Capital Stock of any cash or other assets (real, personal or mixed, tangible or intangible), in clause compensation, Debt or otherwise, other than payments of compensation to employees in the ordinary course of business and consistent with past practice; (bm) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to or from any of the Company's Shareholders, officers, directors, employees or consultants or any affiliate of any of the Company's Shareholders, officers, directors, employees or consultants, except compensation and clauses expense allowances (dfor travel and other business-related expenses) through in the ordinary course of business paid to officers, directors, employees or consultants of the Company; or (in) aboveagreed, whether in writing or otherwise, to take any action described in this Section 3.7.

Absence of Certain Changes or Events. Except Since Buyer's Balance Sheet Date and except as specifically authorized hereunder or as set forth in Section 4.6 of the Disclosure Schedule or except as permitted by this Agreement, since June 30, 2001, the Business has not 4.15: (a) suffered Buyer has not entered into any transaction other than in the ordinary course of business, consistent with past practice; (b) there have been no changes in the financial condition, results of operations, assets, liabilities, prospects or business of Buyer other than changes in the ordinary course of business, consistent with past practice which in the aggregate have not been materially adverse to Buyer, nor any event or circumstance which could reasonably be expected to result in any such changes and, without limiting the foregoing, there has not been any material damage, destruction or casualty loss adversely loss, whether or not covered by insurance, affecting any of the Assets assets or properties of Buyer; (c) Buyer has not (i) created or otherwise become liable with respect to any indebtedness for money borrowed or purchase money indebtedness, except in the Businessordinary course of business consistent with past practice; (bii) incurred amended Buyer's Certificate of Incorporation or discharged Bylaws; (iii) issued, purchased or disposed of or contracted to issue, purchase, or dispose of any obligation of its capital stock or any options, warrants or rights with respect thereto or interests therein; (iv) entered into, assumed, modified or terminated any contract, liability or entered into any other transaction obligation, except in the ordinary course of business, consistent with past practice or settled, discharged or waived any right or claim without adequate consideration; (cv) suffered sold, leased or otherwise disposed of or encumbered in any change in its businessway any assets, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements except for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than sales in the ordinary course of business and business, consistent with past practice; (fvi) forgiven directly or canceled indirectly declared or paid any indebtedness owing to it non-cash dividend or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of any of its assets other than sales of inventory in the ordinary course of business and consistent distribution with past practice or dispositions of assets not material respect to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any capital stock of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its businessBuyer; or (jvii) committed pursuant agreed to a legally binding agreement to do take any of the things set forth action specified in clause (bi)-(vi) and clauses (d) through (i) abovehereof.

Absence of Certain Changes or Events. Except as set forth reflected on the Interim Financial Statements or in Section 4.6 connection with the execution and delivery of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, since January 1, 2013 to the date hereof (a) the Company and its Subsidiaries have conducted their businesses in all material respects in the ordinary course consistent with past practice; and (b) there has not been any change, event or development or prospective change, event or development that has had or is reasonably likely to have a Company Material Adverse Effect. Without limiting the generality of the Disclosure Schedule or foregoing, except as permitted by reflected on the Interim Financial Statements or in connection with the execution and delivery of this AgreementAgreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, since June 30January 1, 20012013 to the date hereof, neither the Business has not Company nor any of its Subsidiaries has: (a) suffered any loss, damage, destruction or other casualty loss adversely affecting the Assets any of its material properties or the Business; assets, whether or not covered by insurance; (b) amended or otherwise changed, or authorized or proposed to amend or otherwise change, its certificate of incorporation or bylaws or equivalent organizational documents; (c) incurred any Indebtedness or discharged issued any obligation debt securities or liability assumed, guaranteed or entered into endorsed, or otherwise become responsible for, the obligations of any other transaction Person, or made any loans or advances, except in the ordinary course of business; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect to agreements for which the Buyer or the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; ; (fd) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) issued, sold, leasedpledged, licensed disposed of or otherwise disposed subjected to any Encumbrance (A) any Interests or any other equity interests or capital stock of the Company or any of its Subsidiaries, or any options, profits interests, warrants, convertible securities or other rights of any kind to acquire any such Interests, or any other equity or ownership interest in the Company or any of its Subsidiaries or (B) any properties or assets of the Company or any of its Subsidiaries, other than sales or transfers of inventory in the ordinary course of business and consistent with past practice practice; (e) declared, set aside, made or dispositions paid any non-cash dividend or other distribution on or with respect to any of its capital stock or other equity or ownership interest; (f) reclassified, combined, split, subdivided or redeemed, or purchased or otherwise acquired, directly or indirectly, any of its capital stock or other equity or ownership interest, or any options, warrants or rights to acquire any such equity or ownership interest, or made any other change with respect to its capital structure; (g) directly or indirectly acquired or agreed to acquire (A) by merging or consolidating with, purchasing a substantial equity interest in or a substantial portion of the assets not of, making an investment in or loan or capital contribution to or in any other manner, any corporation, partnership, association or other business organization or division thereof or (B) any assets that are otherwise material to the Business; (h) created or assumed any mortgageCompany and its Subsidiaries, lien, security interest or other encumbrance on any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except than inventory acquired and capital expenditures made in the ordinary course of its business; business consistent with past practice; (h) adopted a plan of complete or (j) committed pursuant to a legally binding agreement to do partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, or otherwise altered the things set forth in clause (b) and clauses (d) through Company’s or any such Subsidiary’s corporate structure; or (i) aboveauthorized any of, or committed, resolved or agreed to take any of, the foregoing actions.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 3.11 of the Disclosure Schedule or except as permitted by this Agreement, since June 30, 2001, the Business has not Schedule, (a) since January 1, 2013: (i) Seller has sold the Product to wholesalers and distributors only in the ordinary course of business; and (ii) Seller has not engaged in any practice with the intent of increasing the levels of inventory of the Product outside of the ordinary course of business and in anticipation of entering into this Agreement or any similar transaction with respect to the Product or the Business; (b) since the Balance Sheet Date, Seller has not suffered or experienced any damagechanges, destruction events, circumstances or casualty loss adversely affecting developments which, individually or in the Assets aggregate, could reasonably be expected to have a Material Adverse Effect; (c) since the Balance Sheet Date, Seller has conducted the Business only in the ordinary course; and (d) since the Balance Sheet Date, Seller has not: (i) merged or consolidated with any Person, acquired any equity interest in any Person or entered into a business combination with any Person; or acquired or agreed to acquire any assets that are or will be used in, developed for, held for use in, or related to, the Business, except for acquisitions of Inventory, spare parts, office equipment and supplies and of replacements for worn or obsolete items in the ordinary course of business; (ii) sold, licensed, leased, subleased, encumbered, assigned or otherwise disposed of, or entered into any Contract to sell, license, lease, encumber, assign or otherwise dispose of, any of its assets used in, developed for, held for use in, or related to, the Product or the Business, other than sales or returns of obsolete or surplus equipment in the ordinary course of business; (iii) authorized, recommended, proposed or announced an intention to adopt a plan of complete or partial liquidation or dissolution; (iv) except as required by Law or any employment agreement with a Business Employee or in the ordinary course of business, (A) paid or agreed to pay any pension, retirement allowance or other employee benefit to any officer, director or management employee of Seller, whether past or present, who performs or performed services in respect of the Business; (bB) incurred or discharged any obligation or liability or entered into any new, or materially amended any existing, employment or severance or termination agreement with any officer, director or management employee of Seller who performs services in respect of the Business; (C) became obligated under any new Seller Benefit Plan or employment agreement that was not in existence on June 30, 2013 or amended any Seller Benefit Plan or employment agreement in existence on such date if such amendment would have the effect of materially enhancing any benefits thereunder with respect to any Business Employee; (v) (A) assumed or incurred any Indebtedness (except for accounts payable in the ordinary course of business) that would constitute an Assumed Liability; (B) guaranteed any Indebtedness of any other transaction Person that would constitute an Assumed Liability; or (C) created any Lien on any of the Purchased Assets or the assets of Seller used in, developed for, held for use in, or related to, the Business, except for Permitted Liens; (vi) made any loan or advance to, or guaranteed any Liabilities of, any Person that would constitute a Purchased Asset; (vii) except in the ordinary course of business, (A) entered into any Contract with respect to the Product or the Business; or (cB) suffered modified, rescinded, terminated, waived, released or otherwise amended in any material respect any of the terms or provisions of any Assigned Contract; (viii) made any material change in its businessaccounting policies, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have a Material Adverse Effect; (d) other than with respect as required by GAAP or applicable Law; (ix) to agreements for which the Buyer or the Parent will have no liability after Closingextent related to, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; (e) incurred any indebtedness for borrowed money other than in the ordinary course of business and consistent with past practice; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) sold, leased, licensed or otherwise disposed of having any of its assets other than sales of inventory in effect on the ordinary course of business Business, and except as consistent with past practice and as would not result in penalties or dispositions late charges or adversely affect Seller’s relationship with vendors, suppliers or licensors, delayed payment on or failed to pay when due the trade accounts payable or other recurring expenses of assets Seller; (x) incurred any material damage, destruction or loss, or made or filed any Claim concerning any such damage, destruction or Loss (whether or not material covered by insurance), or experienced any condemnation or other taking, in each case with respect to any asset used in, developed for, held for use in, or related to, the Product or the Business and which adversely affects Seller, the Product or the Business; or (hxi) created or assumed entered into any mortgage, lien, security interest or other encumbrance on Contract to take any of the Assets, except for Permitted Liens; (i) entered into, amended or terminated any Material Contract, Lease or Permit (each as hereinafter defined) or any Assumed Liability except in the ordinary course of its business; or (j) committed pursuant to a legally binding agreement to do any of the things actions set forth in clause (b) and clauses (d) through (i) abovethis Section 3.11.

Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the Disclosure Schedule or except as permitted by this AgreementSchedule, since June September 30, 2001, the Business has not 2021: (a) suffered any damage, destruction or casualty loss adversely affecting the Assets or the Business; (b) incurred or discharged any obligation or liability or entered into any other transaction except in the ordinary course of business; (c) suffered any change in its business, financial condition or in its relationship with its suppliers, customers, distributors, lessors, licensors, licensees or other third parties which individually or in the aggregate would have there has not occurred a Material Adverse Effect; ; (db) other than with respect to agreements for which as required by applicable Law, there has not been any material change in the Buyer Tax reporting or accounting policies or practices of the Parent will have no liability after Closing, increased the rate or terms of compensation or benefits payable to or to become payable by it 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; Company; (ei) incurred any indebtedness for borrowed money other than in the ordinary course of business, the Company has not made, or granted, (A) any bonus or any wage, severance or termination pay, salary or compensation increase to any current director or officer, (B) any increase of any benefit provided under any employee benefit plan, employment agreement or arrangement, including any fringe benefit plan or arrangement, or (C) any equity or equity-based compensation award; and (ii) except as required to reflect legal requirements or avoid adverse Tax consequences to the Company or to any employees of the Company, the Company has not amended or terminated any existing Plans or adopted any new Plans; (d) the Company has not merged or consolidated with any corporation or other entity or invested in, loaned to or made an advance (except for loans or advances to its employees or officers for business and expenses in the ordinary course of business consistent with past practice; ) or capital contribution to, or otherwise acquired any capital stock or business of any Person, or consummated any business combination transaction, in each case, whether a single transaction or series of related transactions; (e) the Company has not amended its Organizational Documents to take, agree to take or authorize any action to wind up its affairs or dissolve or change its corporate or other organizational form or amend any terms of its outstanding securities; (f) forgiven or canceled any indebtedness owing to it or waived any claims or rights of material value; (g) the Company has not sold, leasedassigned or transferred any tangible or intangible property or assets having a book value, licensed or otherwise disposed in any individual case, in excess of any of its assets other than Ten Thousand Dollars ($10,000), except for sales of inventory in the ordinary course of business and consistent with past practice or dispositions of assets not material to the Business; (h) created or assumed any mortgage, lien, security interest or other encumbrance on any of the Assets, and except for Permitted Liens; ; (ig) entered intothe Company has not purchased or leased, amended or terminated has committed to purchase or lease, any Material Contracttangible or intangible property or assets, Lease or Permit authorized any capital expenditures or commitments for capital expenditures, of any asset for an amount in excess of Ten Thousand Dollars (each as hereinafter defined$10,000) or any Assumed Liability individually, except for purchases of inventory and supplies in the ordinary course of its business; business consistent with past practice; (h) except as disclosed in Section 4.13 of the Disclosure Schedules, the Company has not amended, modified or terminated any existing Material Contract (other than a termination of a Material Contract as a result of the expiration of the term of such Material Contract); (i) the Company has not authorized the issuance, issued or sold or agreed or committed to issue or sell (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any membership interests or shares of capital stock of any class or any other securities or equity equivalents; (j) committed other than in the ordinary course of business, the Company has not declared, set aside or paid any dividends or distributions, or purchased or redeemed any of their respective outstanding equity securities; (k) the Company has not incurred any Indebtedness or assumed, guaranteed, or endorsed the indebtedness of any other Person, or canceled any debt owed to it or released any claim possessed by it, other than (i) in the ordinary course of business, (ii) pursuant to a legally binding existing financing arrangements or (iii) Indebtedness reflected in the Financial Statements; (l) the Company has not mortgaged, pledged or subjected to any material Lien, other than Permitted Liens, any of its material properties or assets; and (m) the Company has not entered into any written agreement to do any of the things set forth in clause foregoing (b) and clauses (d) through (i) aboveother than this Agreement).