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

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since March 31, 2010 (the Company “Pubco Balance Sheet Date, the Company ”) Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) : • material adverse change with respect to the Company; (ii) ; • event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) NeoHydro Technologies Corp.; • condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) ; • incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco NeoHydro Technologies Corp. in writing; (v) ; • creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) ; • transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) ; • labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) ; • payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) ; • write-offs or write-downs of any assets of the Company; (x) ; • creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) ; • damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) ; • other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) or • agreement or commitment to do any of the foregoing. Certain Fees. Except as set forth on Schedule 2.01(h), no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.

Absence of Certain Changes or Events. Except as disclosed in the NeoHydro Technologies Corp. SEC Documents or as set forth on Schedule 2.01(g2.02(g), since March 31, 2013 (the Company “NeoHydro Technologies Corp. Balance Sheet Date, the Company ”) NeoHydro Technologies Corp. has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) : • material adverse change with respect to the Company; (ii) NeoHydro Technologies Corp.; • event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) the Company; • condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company NeoHydro Technologies Corp. to consummate the transactions contemplated by this Agreement; (iv) ; • incurrence, assumption or guarantee by the Company NeoHydro Technologies Corp. of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) ; • creation or other incurrence by the Company NeoHydro Technologies Corp. of any lien on any asset other than in the ordinary course consistent with past practices; (vi) ; • transaction or commitment made, or any contract or agreement entered into, by the Company NeoHydro Technologies Corp. relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company NeoHydro Technologies Corp. of any contract or other right, in either case, material to the CompanyNeoHydro Technologies Corp., other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) ; • labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyNeoHydro Technologies Corp., any activity or proceeding by a labor union or representative thereof to organize any employees of the Company NeoHydro Technologies Corp. or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) ; • payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) ; • write-offs or write-downs of any assets of the Company; (x) NeoHydro Technologies Corp.; • creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) NeoHydro Technologies Corp.; • damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) NeoHydro Technologies Corp.; • other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyNeoHydro Technologies Corp.; or (xiii) or • agreement or commitment to do any of the foregoing. Certain Fees. Except as set forth on Schedule 2.02(h), no brokerage or finder’s fees or commissions are or will be payable by NeoHydro Technologies Corp. to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)(a) Since December 31, since 2016 and through the Company Balance Sheet Original Execution Date, except as expressly contemplated by this Agreement or the Original Merger Agreement, each Group Company has conducted its business only in all material respects in the ordinary course consistent with past practicecourse, and without limiting the generality of the foregoing, there is not and has not been any: (ia) material adverse change any Company Material Adverse Effect; (b) any declaration, setting aside or payment of any dividend or other distribution in cash, stock, property or otherwise in respect of any Group Company’s Equity Securities, except for any dividend or distribution by a Group Company to another Group Company; (c) any redemption, repurchase or other acquisition of any Equity Securities of any Group Company by a Group Company (other than (x) the repurchase of Shares to satisfy obligations under the Performance Incentive Plans or other similar plans or arrangements, including the withholding of Shares in connection with respect the exercise of Company Options in accordance with the terms and conditions of such Company Options, or (y) the redemption of Class B Shares in connection with the conversion thereof to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of Class A Shares in accordance with the Company to consummate the transactions contemplated by this Agreement; Articles); (ivd) incurrence, assumption or guarantee any material change by the Company of in its accounting principles, except as may be appropriate to conform to changes in statutory or regulatory accounting rules or GAAP or regulatory requirements with respect thereto; or (e) any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence material Tax election made by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockoutsof its Subsidiaries or any settlement or compromise of any material Tax liability by the Company or any of its Subsidiaries, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;business. (ixb) write-offs or write-downs of Since the Original Execution Date and through the Amended Execution Date, except as expressly contemplated by the Original Merger Agreement, there has not been any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other conditionaction, event or occurrence which individually that would constitute a breach by the Company of Section 5.01 or in Section 6.04 of this Agreement had such action, event or occurrence taken place after the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any date of the foregoingthis Agreement.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since June 30, 2011 (the Company “Pubco Balance Sheet Date, the Company ”) Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) paymentemployees;payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets of the CompanyPubco; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiiixii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since June 30, 2011 (the Company “Pubco Balance Sheet Date, the Company ”) Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoRemSleep Holdings; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco RemSleep Holdings in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iviii) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (viv) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (viv) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiivii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets of the CompanyPubco; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiiixii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingmoney; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practicesasset; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)3.7, since the Company WWAG Balance Sheet Date, the Company WWAG has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (ia) material adverse change Material Adverse Effect with respect to the CompanyWWAG; (iib) event Event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoAllCom; (iiic) conditionCondition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company WWAG to consummate the transactions contemplated by this Agreement; (ivd) incurrenceIncurrence, assumption or guarantee by the Company WWAG of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (ve) creation Creation or other incurrence by the Company WWAG of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vif) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) paymentPayment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixg) Material write-offs or write-downs of any assets Assets of the CompanyWWAG; (xh) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damageDamage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the CompanyWWAG; (xiii) other Other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to WWAG; (j) Transaction or commitment made, or any Contract or agreement entered into, by WWAG relating to its Assets or business (including the Companyacquisition or disposition of any Assets) or any relinquishment by WWAG or any Contract or other right, in either case, material to WWAG, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or (xiiik) agreement Agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except Since June 30, 1998, except as set forth on Schedule 2.01(g), since disclosed in the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, SEC Reports filed and there is not and has not been any: (i) material adverse change with respect publicly available prior to the Company; (ii) event which, if it had taken place following the execution date of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than and its subsidiaries have in all material respects conducted their businesses only in the ordinary course and in amounts and on terms a manner consistent with past practice and, since such date in the case of clauses (i) and (ii) and from such date through the date of this Agreement, in the case of clauses (iii) through (vii), there has not been: (i) any condition, event 22 18 or occurrence, other than conditions, events or occurrences which have not had or would not, individually or in the aggregate, have a Material Adverse Effect other than changes or effects due to general economic or industry conditions; (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its subsidiaries, except for such damage, destruction or loss as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) any change by the Company in its accounting methods, principles or practices or as disclosed (except to Pubco in writing; the extent required by applicable accounting principles and SEC rules and regulations); (viv) creation or other incurrence any material revaluation by the Company of any lien on any asset other than in of its material assets, including but not limited to, writing down the ordinary course consistent with past practices; (vi) transaction value of inventory or commitment made, writing off notes or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability accounts receivable other than in the ordinary course of business business; (v) any entry by the Company or any failure of its subsidiaries into any commitment or transactions material to pay the Company and its subsidiaries taken as a whole (other than commitments or transactions entered into in the ordinary course of business); (vi) any liability when due; (ix) write-offs declaration, setting aside or write-downs payment of any assets dividends or distributions in respect of the Shares other than the regular quarterly dividend in the amount of $.13 per share; or (vii) any increase (in the case of directors and executive officers of the Company; ) or any material increase (xin the case of other officers, directors and key employees) creationin or establishment of any bonus, termination or amendment ofinsurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including without limitation the granting of stock options, stock appreciation rights, performance awards, or waiver restricted stock awards), stock purchase or other employee benefit plan or agreement or arrangement, or any other increase (in the case of any right under, any material contract directors and executive officers of the Company; ) or any material increase (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected case of other officers, directors and key employees) in the compensation payable or to have a material adverse effect become payable to any present or give rise to a material adverse change with respect to former directors, officers or key employees of the Company; or (xiii) agreement Company or commitment to do any of its subsidiaries, except for increases in base compensation and bonuses in the foregoingordinary course of business consistent with past practice.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoExplore Anywhere Holding Corp.; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco Explore Anywhere Holding Corp. in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoSHE; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco SHE in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except Since February 28, 2001, except as set forth on Schedule 2.01(g), since the Company Balance Sheet Datecontemplated by this Agreement, the Company has conducted its business only in the ordinary course and in manners consistent with past practicepractice and, and since February 28, 2001, except as set forth in Section 4.23 of the Company Disclosure Schedule, there is not and has not been any: (ia) either individually or in the aggregate, any Material Adverse Effect, (b) any material adverse change damage, destruction or loss with respect to any property or asset of the Company; , (iic) event which, if it had taken place following the execution of this Agreement, would not have been permitted any change by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate in its accounting methods, principles or practices, other than changes required by applicable law or GAAP or regulatory accounting as concurred in by the transactions contemplated by this Agreement; Company's independent accountants, (ivd) incurrence, assumption or guarantee any revaluation by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of asset, including, without limitation, any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge writing down of the Companyvalue of inventory or writing off of notes or accounts receivable, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business consistent with past practice, (e) any entry by the Company into any contract or commitment of more than $100,000, (f) any declaration, setting aside or payment of any dividend or distribution in respect of any Equity Interest of the Company or any failure to pay any liability when due; (ix) write-offs redemption, purchase or write-downs other acquisition of any assets of its securities, (g) any increase in or establishment of any insurance, severance, retention, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the Company; (x) creationgranting of stock options, termination or amendment ofstock appreciation rights, performance awards, or waiver restricted stock awards), stock purchase or other employee benefit plan, or the taking of any right under, any other material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or action not in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change ordinary course of business with respect to the compensation or employment of directors, officers or employees of the Company; or , (xiiih) agreement any strike, work stoppage, slowdown or commitment other labor disturbance, (i) any material election made by the Company for federal or state income tax purposes, (j) any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether due or to do any become due), including without limiting the generality of the foregoing, liabilities as guarantor under any guarantees or liabilities for taxes, other than in the ordinary course of business consistent with past practice, (k) any forgiveness or cancellation of any material indebtedness or material contractual obligation, (l) any mortgage, pledge, lien or lease of any assets, tangible or intangible, of the Company with a value in excess of $25,000 in the aggregate, (m) any acquisition or disposition of any assets or properties (not including inventory acquired or disposed of in the ordinary course of business consistent with past practice) having a value in excess of $100,000, or any contract for any such acquisition or disposition entered into, or (n) any lease of real or personal property entered into, other than in the ordinary course of business consistent with past practice.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by as set forth in Schedule 3.8, since December 31, 1999, the ------------ business of the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments has been conducted in the ordinary course consistent with past practices and, other than any of the following actions taken in the ordinary course of business, there has not been any: (a) Event that has had or is reasonably likely to have a Company Material Adverse Effect, and those contemplated by this Agreementno factor or condition exists and no event has occurred that would be likely to result in a Company Material Adverse Effect; (viib) labor disputeDestruction of, damage to, or loss of, any material asset of the Company (whether or not covered by insurance); (c) Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization methods, policies, or rate) by the Company; (d) Declaration or making of, or agreement to declare or make, any payment of dividends or distribution of any asset of any kind whatsoever in respect to any of the Company's interests, nor any purchase, redemption, or other acquisition or agreement to purchase, redeem, or otherwise acquire, any of such outstanding interests; (e) Borrowing of, or agreement to borrow, any funds by the Company, and the Company has not incurred or become subject to any material obligation or liability (whether absolute, accrued, contingent or otherwise); (f) Payment of any obligation or liability (absolute or contingent), by the Company other than routinecurrent liabilities reflected in or shown on the Company Financial Statements and current liabilities incurred in the ordinary course of business; (g) Mortgage, individual grievancespledge, oror subjection to lien, to charge, or other encumbrance, of any of the knowledge assets, properties, or rights (tangible or intangible) of the Company, except for mechanics lien and Liens for taxes, in each case, not yet due and payable; (h) Sale, transfer or disposal of any activity of the assets, properties, or proceeding by a labor union rights (tangible or representative thereof intangible) of the Company; (i) Agreement entered into granting any preferential rights to organize purchase any employees of the assets, properties, or rights (tangible or intangible) of the Company (including management and control thereof), or requiring the consent of any lockoutsparty to the transfer and assignment of any such assets, strikesproperties, slowdowns, work stoppages or threats by or with respect to such employeesrights (including management and control thereof); (viiij) paymentAmendment, prepayment modification, or discharge termination of liability any contract, lease, license, promissory note, commitment, indenture, mortgage, deed of trust, collective bargaining agreement, employee benefit plan, or any other than agreement, instrument, indebtedness, or obligation to which the Company is a party, or by which it or any of its assets or properties are bound, except those agreements, amendments, or terminations effected in the ordinary course of business or any failure to pay any liability when dueconsistent with past practices; (ixk) write-offs Capital expenditure by the Company exceeding $25,000, or write-downs of any assets additions to property, plant and equipment used in the operations of the CompanyCompany other than ordinary repairs and maintenance; (xl) creationCitation received by the Company from any governmental entity or agency for any violations of any act, termination or amendment oflaw, rule, regulation, or waiver code of any right undergovernmental entity or agency, any material contract of which citations in the Companyaggregate would be reasonably likely to result in a Company Material Adverse Effect; (xim) damage, destruction Claim against the Company for damages or loss having, alleged damages for any actual or reasonably expected to have, a material adverse effect on the Company; alleged negligence or other tort or breach of contract (xiiwhether or not fully covered by insurance) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to except as would not have a material adverse effect or give rise to a material adverse change with respect to the CompanyCompany Material Adverse Effect; or (xiiin) agreement Agreement by the Seller, the Parent or commitment the Company to do any of the foregoingthings described in the preceding clauses.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)disclosed in the AAII OTC Documents or contemplated in this Agreement, since January 10, 2018 (the Company “AAII Balance Sheet Date, the Company ”) AAII has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyAAII; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company AAII to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company AAII of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company AAII of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company AAII relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company AAII of any contract or other right, in either case, material to the CompanyAAII, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyAAII, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company AAII or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyAAII; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyAAII; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyAAII; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyAAII; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since the date of the OTM Unaudited Financial Statements, since the Company Balance Sheet Date, the Company OTM has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the CompanyOTM including any amendments to its Articles of Incorporation and Bylaws; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.01 without prior consent of PubcoNAS; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company OTM to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company OTM of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco NAS in writing; (v) creation or other incurrence by the Company OTM of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company OTM relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company OTM of any contract or other right, in either case, material to the CompanyOTM, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyOTM, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company OTM or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyOTM ; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyOTM; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyOTM; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyOTM; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoNeoHydro Technologies Corp.; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco NeoHydro Technologies Corp. in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Existing Company has Entities have conducted its their business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the CompanyExisting Company Entities; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Existing Company Entities to consummate the transactions contemplated by this Agreement; (iviii) incurrence, assumption or guarantee by the Existing Company Entities of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (viv) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (viv) transaction or commitment made, or any contract or agreement entered into, by the Existing Company Entities relating to its their assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Existing Company Entities of any contract or other right, in either case, material to the CompanyExisting Company Entities, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyExisting Company Entities, any activity or proceeding by a labor union or representative thereof to organize any employees of the any Existing Company Entity or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiivii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets of the CompanyExisting Company Entities; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyExisting Company Entities; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyExisting Company Entities; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyExisting Company Entities; or (xiiixii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Existing Company has Entities have conducted its their business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the CompanyExisting Company Entities; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Existing Company Entities to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Existing Company Entities of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Existing Company Entities relating to its their assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Existing Company Entities of any contract or other right, in either case, material to the CompanyExisting Company Entities, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyExisting Company Entities, any activity or proceeding by a labor union or representative thereof to organize any employees of the any Existing Company Entity or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyExisting Company Entities; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyExisting Company Entities; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyExisting Company Entities; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyExisting Company Entities; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since As of the Company Company’s Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change Material Adverse Effect with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially Materially delay the ability of the Company to consummate the transactions contemplated by this AgreementTransactions; (iviii) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than those disclosed in subsection 3.7 or in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (viv) creation or other incurrence by the Company of any lien Lien on any asset Asset other than those disclosed in subsection 3.7 or in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viiv) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or to conduct any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiivi) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixvii) Material write-offs or write-downs of any assets Assets of the Company; (xviii) creation, termination transactions or amendment ofcommitments made, or waiver any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any right underAssets) or any relinquishment by the Company or any Contract or other right, any material contract of in either case, Material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; (xiix) damagedamages, destruction or loss losses having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company;; or (xiix) other conditionconditions, event events or occurrence which individually or in the aggregate collectively could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect Material Adverse Effect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except Since February 3, 2002, except as contemplated by this Agreement or as set forth on in Schedule 2.01(g3.7 or in the SEC Reports filed prior to the date of this Agreement, there has not been: (a) any Material Adverse Effect (other than such as may relate to economic conditions generally in the United States); (b) any strike, picketing, work slowdown or other labor disturbance that has had or would reasonably be expected to have a Material Adverse Effect; (c) any damage, destruction or loss (whether or not covered by insurance) with respect to any of the assets of the Company or any of its Subsidiaries that has had or would reasonably be expected to have a Material Adverse Effect; (d) any (i) grant of any severance or termination pay to (A) any director or executive officer of the Company or any of its Subsidiaries or (B) any other officer or employee of the Company, except in the case of clause (B) which do not cost $100,000 individually or $500,000 in the aggregate, (ii) employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) entered into with any director, officer or employee of the Company or any of its Subsidiaries, (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 of its Subsidiaries other than, in the case of employees (other than directors and officers), since in the ordinary course of business consistent with past practice; (e) any redemption or other acquisition of Common Stock or other capital stock of the Company Balance Sheet Dateor options or rights to acquire shares of Common Stock or other capital stock of the Company by the Company or any declaration or payment of any dividend or other distribution in cash, stock or property with respect to Common Stock, except for purchases heretofore made pursuant to the terms of the Company's employee benefit plans; (f) any issuance by the Company, or agreement or commitment of the Company to issue, any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock, except for the issuance of shares of Common Stock in accordance with the terms of outstanding Options; or (g) any change by the Company in accounting principles except insofar as may have been required by a change in generally accepted accounting principles and disclosed in the SEC Reports filed prior to the date of this Agreement. Since February 3, 2002, the Company has conducted its business only in the ordinary course course, consistent with past practice, and there is not and has not been any: (i) material adverse change with respect except as disclosed in the SEC Reports filed prior to the Company; (ii) event which, if it had taken place following the execution date of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event Agreement or occurrence which could reasonably be expected to prevent, hinder in Schedule 3.7 or materially delay the ability of the Company to consummate the transactions as contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g3.01(i), since the Company CHAMPION Balance Sheet Date, the Company CHAMPION has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the CompanyCHAMPION including any amendments to its Articles of Incorporation and Bylaws; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.01 without prior consent of PubcoOICco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company CHAMPION to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company CHAMPION of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco OICco in writing; (v) creation or other incurrence by the Company CHAMPION of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company CHAMPION relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company CHAMPION of any contract or other right, in either case, material to the CompanyCHAMPION, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyCHAMPION, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company CHAMPION or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyCHAMPION; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyCHAMPION; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyCHAMPION; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyCHAMPION; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on in Schedule 2.01(g)3.8, since the Company Balance Sheet DateSeptember 30, the 2022, Company has conducted its business only the Business in the ordinary course and there has not occurred any of the following: (i) any Material Adverse Effect; (ii) any amendments or changes in the Articles of Organization or Operating Agreement of Company; (iii) any damage to, destruction or loss of any material asset of Company (whether or not covered by insurance); (iv) any material change by Company in its accounting methods, principles or practices; (v) any material revaluation by Company of any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (vi) any sale of a material amount of property of Company, except in the ordinary course of business; (vii) any declaration, setting aside or payment of any dividend or distribution in respect of membership interest in Company or any redemption, purchase or other acquisition of any of Company’s securities (except as contemplated by this Agreement); (viii) any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, or other employee benefit plan, or any other increase in the compensation payable or to become payable to any executive officers of Company, in each case except in the ordinary course of business consistent with past practice or except as required by applicable law; (ix) any creation or assumption by Company of any Encumbrance on any material asset of Company, other than in the ordinary course of business, consistent with past practice; (x) any making of any loan, advance or capital contribution to or investment in any Person by Company, other than advances to employees to cover travel and there is not and has not been any: other ordinary business-related expenses in the ordinary course of business consistent with past practice; (ixi) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted any incurrence or assumption by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation any guarantee, endorsement or other incurrence or assumption of a material liability (whether directly, contingently or otherwise) by Company for the Company obligations of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other rightPerson, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability each case other than in the ordinary course of business consistent with past practice; or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other conditionany material modification, event amendment, assignment or occurrence which individually termination of or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do relinquishment by Company of any of the foregoingrights under any Material Contract.

Absence of Certain Changes or Events. Except Since September 30, 1998, except as set forth on Schedule 2.01(g)contemplated by this Agreement, since disclosed in the Company Balance Sheet DateSEC Reports filed and publicly available prior to the date of this Agreement, the Company has and its subsidiaries have conducted its business their businesses only in the ordinary course and in a manner consistent with past practicepractice and, and since such date, there is not and has not been any: (i) material adverse change with respect to any changes in the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) financial condition, event results of operations, assets, business or occurrence which could operations of the Company or any of its subsidiaries that would reasonably be expected to prevent, hinder or likely materially delay or impair the ability of the Company to consummate effect the closing of the transactions contemplated hereby, (ii) any condition, event or occurrence, other than such conditions or events or occurrences which, individually or in the aggregate, have not had and would not have a Material Adverse Effect, (iii) any damage, destruction or loss (whether or not covered by this Agreement; insurance) with respect to any assets of the Company or any of its subsidiaries individually or in the aggregate in excess of $1.0 million, (iv) incurrenceany labor, assumption dispute or guarantee any labor union organizing activity, or any actual or threatened strike, work stoppage, slowdown or lockout, or any material change in its relationship with employees, customers, distributors or suppliers,(v) any revaluation by the Company of any indebtedness for borrowed money other than in of its material assets, including but not limited to writing down the ordinary course and in amounts and on terms consistent with past practices value of inventory or as disclosed to Pubco in writing; (v) creation writing off notes or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability accounts receivable other than in the ordinary course of business business, (vi) any entry by the Company or any failure of its subsidiaries into any commitment or transactions material to pay any liability when due; (ixthe Company and its subsidiaries taken as a whole other than in the ordinary course of business,(vii) write-offs or write-downs receipt of any assets notice of the Company; (x) creation, termination or amendment ofthe occurrence of a default or the breach of any material contract, lease or other agreement, or waiver (viii) any other action which, if it had been taken after the date hereof, would have required the consent of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoingParent under Section 5.1 hereof.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)From May 31, since 2013 through the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been anydate of this Agreement: (ia) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of The Company and the Company to consummate Subsidiaries have conducted the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than Business in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, all material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than respects in the ordinary course of business or any failure to pay any liability when due;consistent with past practice. (ixb) write-offs There has not occurred, arisen or write-downs of come into existence any assets of the Company; (x) creationchange, termination or amendment ofevent, or waiver of any right underdevelopment, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event occurrence or occurrence effect which individually has had or in the aggregate could would reasonably be expected to have a material adverse effect Company Material Adverse Effect. (c) None of the Company or give rise any of the Company Subsidiaries have taken any action, or authorized, committed or agreed (whether in writing or verbally) to take any action, that if taken between the date hereof and the Effective Time would constitute a material adverse change breach of paragraphs (d), (e), (f), (g), (h), (i), (k), (l), (n), (o), (r) or (s) (but solely, in the case of paragraph (s), to the extent related to any of paragraphs (d), (e), (f), (g), (h), (i), (k), (l), (n), (o) or (r)) of Section 5.1. (d) There has not occurred any damage, destruction or other casualty loss (whether or not covered by insurance) with respect to any Company Facilities or the Company; ormaterial tangible personal property sufficient and adequate to carry on the respective businesses of the Company and each Company Subsidiary in all material respects that, individually or in the aggregate, are material to the Company and the Company Subsidiaries, taken as a whole. (xiiie) agreement Neither the Company nor any Company Subsidiary has sold, pledged, disposed of, transferred, leased, licensed, guaranteed or commitment to do encumbered any material property or assets of the foregoingCompany or any Company Subsidiary, except pursuant to (i) the sale, purchase or licensing of inventory, raw materials, equipment, goods, or other supplies in the ordinary course of business consistent with past practice and (ii) licenses in the ordinary course of business consistent with past practice.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company date of the Balance Sheet Dateand except as disclosed in the SEC Reports filed prior to the date of this Agreement, the Company has conducted its business only in the ordinary course of business consistent with past practicepractice and, and since the date of the Balance Sheet, there is not and has not been any: occurred: (i) material adverse change with respect to the Company; any Company Material Adverse Effect; (ii) event whichany amendments to or changes in the Company Charter, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; Company Bylaws or Subsidiary Documents; (iii) conditionany material damage to, event destruction or occurrence which loss of any asset of the Company or any of its Subsidiaries (whether or not covered by insurance) that could reasonably be expected to preventhave, hinder individually or materially delay the ability of the in aggregate, a Company to consummate the transactions contemplated by this Agreement; Material Adverse Effect; (iv) incurrenceany change by the Company in its accounting methods, assumption principles or guarantee practices other than as required by GAAP or applicable Law; (v) any revaluation by the Company of any indebtedness for borrowed money other than in of its assets, including writing down the ordinary course and in amounts and on terms consistent with past practices value of inventory or as disclosed to Pubco in writing; (v) creation writing off notes or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability accounts receivable other than in the ordinary course of business consistent with past practice, in terms of both frequency and amount, and in any event in excess of $500,000; (vi) any sale of a material amount of assets (tangible or intangible) of the Company or any failure of its Subsidiaries; (vii) any recalls, field notifications, field corrections or safety alerts material to pay the operations of the Company or reportable to the FDA, or product complaints material to the operations of the Company, with respect to products manufactured by or on behalf of the Company or any liability when due; of its Subsidiaries; (viii) abandoning, permitting to lapse, or otherwise disposing of material Intellectual Property; or (ix) write-offs any other action or write-downs event that would have required the consent of any assets Parent pursuant to Section 5.1 had such action or event occurred after the date of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoingthis Agreement.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)(a) Excluding the effect of filing and administration of the Chapter 11 Cases, since the Company Latest Balance Sheet Date, the Company has conducted carried on its business only in the ordinary course consistent substantially in accordance with past practicethe procedures and practices in effect on the Latest Balance Sheet Date. (b) Except as set forth on Schedule 3.10, and since the Latest Balance Sheet Date there is not and has not been anywith respect to the Company: (i) any change, event, circumstance or effect that, by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has had or would reasonably be expected to have a Material Adverse Effect or a material and adverse change with respect to effect on the Company’s ability to conduct the Business as currently conducted, or that is reasonably likely to impede the performance by any Seller of its obligations under this Agreement or any of the Sellers Ancillary Agreements to which it is a party; (ii) event whichany Encumbrance placed on any of the assets or properties of the Company, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcoexcept Permitted Encumbrances; (iii) conditionany Liability incurred by the Company, event or occurrence which could reasonably be expected to prevent, hinder or materially delay other than trade accounts payable and other Liabilities arising in the ability ordinary course of the Company to consummate the transactions contemplated by this Agreementbusiness; (iv) incurrenceany purchase, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation license, sale or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment madedisposition, or any contract agreement or agreement entered intoother arrangement for the purchase, by the Company relating to its assets license, sale or business (including the acquisition or disposition other disposition, of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPurchased Assets, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when dueand consistent with past practice; (ixv) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction .or loss of any material property or loss havingasset, whether or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Companynot covered by insurance; or (xiiivi) agreement any termination or commitment to do resignation of any executive officer of the foregoingCompany. (c) Except as set forth on Schedule 3.10, since the Latest Balance Sheet Date, the Company has not: (i) executed, amended, relinquished, terminated or failed to renew any material Contract constituting an asset, lease, transaction or legally binding commitment other than in the ordinary course of their business (nor has there been any written or oral indication or assertion by the other party thereto of its desire to so amend, relinquish, terminate or not renew any such Contract, lease transaction or legally binding commitment); (ii) deferred the payment of any accounts payable outside the ordinary course of business or provided any discount, accommodation or other concession outside the ordinary course of business in order to accelerate or induce the collection of any receivable; (iii) incurred indebtedness for borrowed money, entered into any capital lease or guaranteed any such indebtedness; or (iv) entered into any other material transaction or taken any other material action outside the ordinary course of its business.

Absence of Certain Changes or Events. (a) Except as set forth on Schedule 2.01(g)disclosed in writing to the Purchaser, which writing makes reference to this Agreement, since June 30, 1995, there has been no material adverse change in the Company Balance Sheet Datebusiness, properties, operations, prospects or condition (financial or otherwise) of the Company, except with respect to each circumstance or event that shall have affected the oil and gas industry generally, including, without limitation, warm weather in markets for the consumption of oil and gas products. (b) Since June 30, 1995, the Company has conducted not done the following or entered into any agreement or other arrangement with respect to the following, except in each case with respect or pursuant to each Transaction Document to which it is or may become a party and except as previously disclosed to the Purchaser in writing, which writing makes reference to this Agreement: (1) transferred any of its business only assets except in each case for fair consideration and in the ordinary course consistent with past practice, and there is not and has not been any:of business; or (i2) material adverse change with respect to the Company; (ii) event whichwaived, if it had taken place following the execution of this Agreementreleased, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) conditioncancelled, event settled or occurrence which could reasonably be expected to preventcompromised any debt, hinder claim or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company right of any indebtedness for borrowed money other than material value except in each case in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;of business; or (v3) creation transferred any right under any lease, license or agreement or any Proprietary Right or other incurrence by the Company of any lien on any intangible asset other than except in each case in the ordinary course consistent with past practices;of business; or (vi4) transaction paid or commitment madeagreed to pay any bonus, extra compensation, pension or severance pay, or otherwise increased the wage, salary or compensation (of any contract or agreement entered into, by the Company relating nature) to its assets shareholders, directors, officers or business (including the acquisition employees, or disposition engaged any new officer or employee at an annual rate of any assets) compensation in excess of $50,000 in each case or any relinquishment by the Company for a period of any contract or other right, in either case, material to the Company, other employment of more than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;180 days; or (vii5) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, suffered any activity damage, destruction or proceeding casualty loss (whether or not covered by a labor union insurance) of property the greater of cost or representative thereof fair market value of which exceeds $50,000 individually or in the aggregate or any taking of any of its property or assets the greater of cost or fair market value of which exceeds $50,000 individually or in the aggregate by condemnation or eminent domain; or (6) made any loan to organize or entered into any employees transaction with any of its shareholders having beneficial ownership of 5% or more of the common shares of the Company then issued and outstanding, or any lockoutsof its directors, strikesofficers or employees giving rise to any claim or right of, slowdownsby, work stoppages or threats by against any person in an amount or with respect to such employees;having a value in excess of $10,000; or (viii7) paymententered into any material agreement, prepayment arrangement, commitment, contract or discharge transaction, amended or terminated any of liability other than the same or otherwise conducted any of its affairs, in any case not in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change and consistent with respect to the Companypast practices; or (xiii8) issued, sold or granted any Equity Securities or other securities of the Company except with respect to Permitted Issuances; or (9) agreement made any contribution, other than regularly scheduled contributions, to any Company Employee Plan or made or incurred any commitment to do any establish or increase the obligation of the foregoingCompany to any Company Employee Plan; or (10) except as disclosed in the footnotes to the financial statements referred to in Section 4.5, changed any accounting methods or principles used in recording transactions on the books of the Company or in preparing the financial statements of the Company that would materially impact the financial disclosure.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company VAPARIA has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) : material adverse change with respect to the Company; (ii) VAPARIA including any amendments to its Articles of Incorporation and Bylaws; event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.01 without prior consent of Pubco; (iii) OICco; condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company VAPARIA to consummate the transactions contemplated by this Agreement; (iv) ; incurrence, assumption or guarantee by the Company VAPARIA of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco OICco in writing; (v) ; creation or other incurrence by the Company VAPARIA of any lien on any asset other than in the ordinary course consistent with past practices; (vi) ; transaction or commitment made, or any contract or agreement entered into, by the Company VAPARIA relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company VAPARIA of any contract or other right, in either case, material to the CompanyVAPARIA, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) ; labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyVAPARIA, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company VAPARIA or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) ; payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) ; write-offs or write-downs of any assets of the Company; (x) VAPARIA ; creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) VAPARIA; damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) VAPARIA; other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyVAPARIA; or (xiii) or agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on disclosed in Schedule 2.01(gIII.2(i), since the Company Balance Sheet Datedate of the most recent financial statements included in the GoIP OTC Documents, the Company GoIP has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the Company;GoIP. (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.1 without prior consent of Pubco;the TW. (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company GoIP to consummate the transactions contemplated by this Agreement;. (iv) incurrence, assumption or guarantee by the Company GoIP of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco TW in writing;. (v) creation or other incurrence by the Company GoIP of any lien security interest on any asset other than in the ordinary course consistent with past practices;. (vi) transaction or commitment made, or any contract or agreement entered into, by the Company GoIP relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company GoIP of any contract or other right, in either case, material to the CompanyGoIP, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyGoIP, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company GoIP or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) change in any compensation to officer, director or other affiliate of GoIP or the grant of any equity compensation to any such person; (ix) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;. (ixx) write-offs or write-downs of any assets of the Company;GoIP. (xxi) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;GoIP. (xixii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;GoIP. (xiixiii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyGoIP; or (xiiixiv) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoConvenientcast; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco Convenientcast in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since June 30, since the Company Balance Sheet Date2024, the Acquired Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i1) material adverse change with respect to the CompanyAcquired Company including any amendments to its formation and governance documents; (ii2) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.1 without prior consent of PubcoRDAR; (iii3) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Acquired Company to consummate the transactions contemplated by this Agreement; (iv4) incurrence, assumption or guarantee by the Acquired Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco RDAR in writing; (v5) creation or other incurrence by the Acquired Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi6) transaction or commitment made, or any contract or agreement entered into, by the Acquired Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Acquired Company of any contract or other right, in either case, material to the Acquired Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii7) labor dispute, other than routine, individual grievances, or, to the knowledge of the Acquired Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Acquired Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) 8) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix9) write-offs or write-downs of any assets of the Acquired Company; (x10) creation, termination or amendment of, or waiver of any right under, any material contract of the Acquired Company; (xi11) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Acquired Company; (xii12) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Acquired Company; or (xiii13) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company PROTEC Balance Sheet Date, the Company PROTEC has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the CompanyPROTEC including any amendments to its Articles of Organization and Operating Agreement; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.01 without prior consent of PubcoPAYM; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company PROTEC to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company PROTEC of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco PAYM in writing; (v) creation or other incurrence by the Company PROTEC of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company PROTEC relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company PROTEC of any contract or other right, in either case, material to the CompanyPROTEC, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPROTEC, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company PROTEC or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPROTEC; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPROTEC; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPROTEC; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPROTEC; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company date of the most recent financial statements included in the Pubco SEC Documents (the “Pubco Balance Sheet Date, the Company ”) Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since During the Company period from the Balance Sheet Date, the Company has conducted its business only businesses in all material respects in the ordinary course consistent with past practiceOrdinary Course of Business, and there is not and has not been anybeen: (ia) material adverse change with respect any event, circumstance or condition that individually or in the aggregate has had or is reasonably likely to the Companyhave a Material Adverse Effect; (iib) event whichany change in financial accounting methods, if it had taken place following principles or practices by the execution Company materially and adversely affecting the financial condition or results of this Agreementoperations of the Company, would not except insofar as may have been permitted required by Section 3.01 without prior consent of Pubcoa change in GAAP; (iiic) conditionany (x) increase in the salary, event wages or occurrence which could reasonably be expected to preventother compensation of any officer, hinder employee or materially delay the ability consultant of the Company of more than 3% or (y) adoption, entering into or becoming bound by any Company Benefit Plan, or collective bargaining agreement, or amendment, modification or termination (partial or complete) thereto, in each case except to consummate the transactions contemplated extent required by this Agreementapplicable Law or as required by the terms of any Company Benefit Plan, Labor Agreement or other Contract in effect as of the Balance Sheet Date and set forth on the list the Company provided to the Buyer Parties pursuant to Section 2.15(a); (ivd) incurrenceany material physical damage, assumption destruction or guarantee other casualty loss (whether or not covered by insurance) affecting the Property or any other real or personal property or equipment of the Company other than wear and tear in the Ordinary Course of Business; (e) any indebtedness for borrowed money entering into, amendment, modification, termination (partial or complete) or granting of a waiver under any Material Contract, in each case other than in the ordinary course Ordinary Course of Business; provided, that the parties acknowledge and agree that renewal of Contracts or licenses on substantially the same terms shall be deemed to be in amounts and on terms consistent with past practices or as disclosed to Pubco in writingthe Ordinary Course of Business; (vf) creation any material adverse change in any rights that the Company has under or other incurrence to any Intellectual Property that is owned by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity such change in such rights under or proceeding to Intellectual Property owned by a labor union or representative thereof to organize any employees of third parties that the Company or has the right to use, other than the expiration of any lockouts, strikes, slowdowns, work stoppages or threats by or such rights in accordance with respect to such employeesthe terms thereof; (viiig) payment, prepayment or discharge any entering into of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment Contract to do or engage in any of the foregoingforegoing after the date hereof.

Absence of Certain Changes or Events. Except as disclosed in the Bassline Productions SEC Documents or as set forth on Schedule 2.01(g2.02(g), since Sept. 30, 2012 (the Company “Bassline Productions Balance Sheet Date, the Company ”) Bassline Productions has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyBassline Productions; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Bassline Productions to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Bassline Productions of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Bassline Productions of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Bassline Productions relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Bassline Productions of any contract or other right, in either case, material to the CompanyBassline Productions, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyBassline Productions, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Bassline Productions or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyBassline Productions; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyBassline Productions; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyBassline Productions; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyBassline Productions; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability businesses of the Acquired Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than has been conducted in the ordinary course of business consistent with past practices; (ii) to Seller’s Knowledge, there has not been any event, occurrence, development or any failure to pay any liability when due; (ix) write-offs state of circumstances or write-downs of any assets of the Company; (x) creation, termination or amendment offacts which has had, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or could reasonably expected be anticipated to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably aggregate, a Material Adverse Effect; or (iii) the Acquired Company has not permitted or allowed (A) any of the Assets to be expected subject to have a material adverse effect any lien or give rise to a material adverse change with respect to encumbrance (other than any Permitted Encumbrances) by, through or under Seller or the Acquired Company; or (xiiiB) agreement other than the distribution to Seller of any cash held in any deposit or commitment checking account in the name of the Acquired Company, the distribution of any cash or other Assets of the Acquired Company; (C) the failure to pay or discharge when due any Claims the failure to pay or discharge of which has caused or may cause any material damage or risk of material loss; (D) a change in the bookkeeping or accounting methods or principles or Tax reporting principles used by the Acquired Company; (E) the election or rescission of any election relating to Taxes or settlement or compromise of any claim relating to Taxes; (F) the institution or settlement of any material legal actions, suits, legal proceedings or other Claims; or (G) the entry into any Contract (other than this Agreement and any document delivered pursuant to or permitted under this Agreement) by the Acquired Company to do any of the foregoing, except, in the case of each of (A) through (G), where such action has been taken under the Beta Operational Contracts or has been taken by the Operator (or any of its agents or subcontractors).

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (ia) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate Other than the transactions contemplated by this Agreement;, from May 31, 2008 through the date of this Agreement, (i) the businesses of the Company and its Subsidiaries have been conducted in the ordinary course in all material respects and (ii) there has not been any event, occurrence, development or state of circumstances or facts that has had, or would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (ivb) incurrenceSince May 31, assumption or guarantee by 2008 and through the date of this Agreement, the Company and its Subsidiaries have not: (i) authorized or paid any dividends or made any distributions with respect to their capital stock, (ii) increased or in any way changed the nature of any indebtedness for borrowed money the compensation, severance or other benefits payable to current or former directors or, other than in the ordinary course and in amounts and on terms consistent with past practices of business, officers or as disclosed to Pubco in writing; employees, (viii) creation or other incurrence by the Company of made any lien on any asset loans (other than advances of business expenses in the ordinary course of business consistent with past practices; ) to any of its officers, directors, employees, affiliates, agents or consultants, (viiv) transaction or commitment madeincurred, assumed guaranteed, or otherwise become liable for any contract Indebtedness for borrowed money (directly, contingently or agreement entered intootherwise), by (v) in any way sold, leased, licensed, transferred, abandoned, let lapse, exchanged or swapped, mortgaged or otherwise encumbered, or subject to any Lien (other than Permitted Liens of the Company relating to its assets or business types described in clauses (including the acquisition or disposition of any assetsa), (b) or any relinquishment by (c) of the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, definition thereof or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees clause (d) of the Company definition thereof) or otherwise disposed of any Intellectual Property or any lockoutsof their respective properties or assets, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business, (vi) entered into any new line of business or any failure to pay existing line of business in any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment ofnew geographic area, or waiver (vii) settled any Action for an amount in excess of any right under, any material contract of the Company; (xi) damage, destruction $1,000,000 or loss having, or would be reasonably expected likely to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have aggregate, a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoingMaterial Adverse Effect.

Absence of Certain Changes or Events. (a) Since December 31, 2018 to the date of this Agreement, there has not been any Company Material Adverse Effect or any development or combination of developments of which the Company has Knowledge which is reasonably likely to result in any Company Material Adverse Effect. (b) Except as set forth on Schedule 2.01(g3.9(b), and, except for discussions, negotiations, and transactions related to this Agreement, since the Company Balance Sheet DateDecember 31, 2018, the Company has conducted and its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not Subsidiaries have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than operated in the ordinary course of business consistent with past practice and neither the Company nor any of its Subsidiaries have: (i) made any material change in any method of accounting or accounting practice of either the Company or any failure of its Subsidiaries (whether or not subject to pay any liability when dueinsurance); (ixii) write-offs incurred or write-downs guaranteed any indebtedness for borrowed money in excess of $10,000,000 in the aggregate, other than between the Company or any of its Subsidiaries; (iii) failed to pay or satisfy any obligation or liability or accounts payable in excess of $10,000,000, other than Permitted Liens and obligations and liabilities being contested in good faith and for which adequate reserves have been provided in accordance with GAAP; (iv) sold or transferred any of its material assets, canceled any material debts or claims or waived any material rights, each having a value in excess of $10,000,000; (v) granted an increase in the compensation or benefits of any assets current or former director or executive officer of the Company or any of its Subsidiaries other than increases in accordance with past practice not exceeding 5% of the employee’s annual base compensation then in effect; (vi) entered into, adopted, amended or otherwise increased the benefits under any employment, change of control, retention or severance agreement or arrangement with respect to any director or executive officer of the Company; (xvii) creationdeclared, termination or amendment ofpaid, or waiver set aside for payment any dividend or other distribution in respect of any right undershares of its capital stock, membership interests or other securities, or redeemed, purchased or otherwise acquired, directly or indirectly, any material contract shares of its capital stock, membership interests or other securities, or agreed to do so, except for (i) repurchases, withholdings, or cancellations of securities of the CompanyCompany pursuant to the terms and conditions of Company Options, Company RSU Awards outstanding as of the date hereof in accordance with their terms as of the date hereof, or (ii) transactions between the Company and any of its direct or indirect Subsidiaries; (xiviii) damagesold, destruction transferred, assigned, exclusively licensed, cancelled, abandoned, allowed to lapse, dedicated to the public domain or loss havingotherwise disposed of any (i) Company Registered Intellectual Property Rights, or reasonably expected to have, a (ii) any other Company Owned Intellectual Property Rights that are material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company’s or a Subsidiary’s business; or (xiiiix) entered into any agreement or made any commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since (a) Between the date of the Company Balance Sheet Dateand the date of this Agreement, there has not been any change, event, condition, development, circumstance, effect or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) From the date of the Company Balance Sheet to the date of this Agreement, (i) the Company and each Company Subsidiary has conducted its business only in the ordinary course consistent with past practicein substantially the same manner as previously conducted, and (ii) there is not and has not been anybeen: (i) material adverse change with any declaration, setting aside, accrual or payment of any dividend on, or making of any other distribution (whether in cash, stock, equity securities or property) in respect to of, any capital stock of the Company; (ii) event whichany split, if it had taken place following combination or reclassification of any capital stock of the execution Company or any issuance or the authorization of this Agreementany issuance of any other securities in respect of, would not have been permitted by Section 3.01 without prior consent in lieu of Pubcoor in substitution for shares of capital stock of the Company; (iii) condition, event or occurrence which could reasonably be expected except as required pursuant to prevent, hinder or materially delay the ability terms of any Company Benefit Plan in effect as of the date of the Company Balance Sheet, (A) any granting to consummate any member of the transactions contemplated board of directors of the Company or any employee of the Company at the level of senior vice president or above of any increase in cash or equity compensation, (B) any granting to any director, employee or individual service provider of the Company of any increase in severance or termination pay (except as may be required by this Agreementapplicable Law) or (C) any entry by the Company into any employment, consulting, severance or termination agreement with any director, or any employee, other than offer letters entered into in the ordinary course of business with employees below the level of senior vice president that do not provide for severance or termination pay or benefits (except as may be required by applicable Law) or as disclosed in the Filed Company SEC Documents; (iv) incurrenceany change in accounting methods, assumption principles or guarantee practices by the Company of any indebtedness for borrowed money (other than any immaterial change thereto), except as may have been required (A) by GAAP (or any authoritative interpretation thereof), including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization or (B) by Law, including Regulation S-X promulgated under the Securities Act, in each case, as agreed to by the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingCompany’s independent public accountants; (v) creation any sale, lease (as lessor), license or other incurrence by disposition of (including through any “spin-off”), or pledge, encumbrance or other Lien imposed upon (other than a Permitted Lien), any properties or assets or any portion thereof or interest therein (other than Intellectual Property) that are material, individually or in the aggregate, to the Company except sales or other dispositions of any lien on any asset other than inventory and excess or obsolete properties or assets in the ordinary course consistent with past practicesof business; (vi) transaction any sale, assignment, abandonment, cancellation, lapsing, licensing or commitment madeother transfer any Company Owned Intellectual Property, or any contract or agreement entered into, by the Company relating to its assets or business except for (i) non-exclusive licenses (including the acquisition or disposition of any assetssublicenses) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments Intellectual Property granted in the ordinary course of business consistent with past practices and those contemplated by this Agreementpractice, or (ii) abandonment or other disposition of any Company Registered Intellectual Property at the end of the applicable statutory term, in the ordinary course of prosecution or otherwise in the exercise of the Company’s reasonable business judgment; (vii) labor dispute, other than routine, individual grievances, or, to (A) To the knowledge of the Company, any activity disclosure to any third party, other than under a confidentiality agreement or proceeding by a labor union or representative thereof to organize other legally binding confidentiality undertaking, of any employees Trade Secret (including source code) of the Company or any lockoutsCompany Subsidiary that is included in the Company Intellectual Property in a way that results in loss of material Trade Secret protection thereon, strikesexcept for any such disclosures made as a result of publication of a Patent application filed by the Company or any Company Subsidiary or in connection with any required regulatory filing, slowdowns(B) any failure to take or maintain reasonable measures to protect the confidentiality and value of material Trade Secrets included in the Company Intellectual Property, work stoppages or threats by (C) any material change practices or with respect procedures related to such employeesthe Processing of Personal Information; (viii) any acquisition, in a single transaction or a series of related transactions, whether by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other similar manner, any business or any corporation, partnership, limited liability company, joint venture, association or other business organization or division thereof or any other Person (other than the Company), with an aggregate amount of consideration paid or transferred by the Company or any Company Subsidiary in excess of $1,000,000; (ix) any change to a material Tax election, any change to an annual Tax accounting period or any change to a material method of Tax accounting, any filing of an amended material Tax Return, any entry into a closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Law), any agreement to extend or waiver the statute of limitations with respect to income Taxes or other material Taxes, or any settlement, compromise or waiver of a material Tax liability or refund; (x) any payment, prepayment discharge, settlement, compromise or discharge resolution of (or written offer or proposal to do so), any pending or threatened claims, liabilities or obligations relating to a Proceeding (absolute, accrued, asserted or unasserted, contingent or otherwise), including any Proceeding initiated by the Company or any Company Subsidiary; (xi) (i) any incurrence, assumption or other liability for any indebtedness for borrowed money or any guarantee any such indebtedness of another Person, any issuance or sale of any debt securities or warrants or other rights to acquire any debt securities of the Company or any Company Subsidiary, any guarantee of any debt securities of another Person, any entry into of any “keep well” or other agreement to maintain any financial statement condition of another Person or any entry into any arrangement having the economic effect of any of the foregoing, (ii) any making of any loans, advances or capital contributions to, or investments in, any other Person, other than to or in the Company or to employees, consultants or independent contractors in the ordinary course of business consistent with past practice or (iii) any cancellation of any indebtedness for borrowed money owed to the Company or any failure to pay Company Subsidiary (individually or in the aggregate) or any liability when due; (ix) write-offs settlement, waiver, forgiveness or write-downs amendment of any assets claims or rights outside the ordinary course of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;business consistent with past practice; and (xii) other condition, event or occurrence which individually or in any commitment on the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to part of the Company; or (xiii) agreement or commitment Company to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)disclosed in the ------------------------------------ Seagate SEC Documents filed prior to October 5, 1998, since the Company Group Balance Sheet DateDate (i.e., the Company has conducted its business only in the ordinary course consistent with past practiceJuly 3, and 1998) there is not and has not been anyoccurred: (ia) material adverse any change with respect to the Company; (ii) or event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder have a Material Adverse Effect on the Group Business; (b) any amendments or materially delay changes in the ability Certificate of Incorporation or Bylaws of any member of the Contributed Company Group; (c) any damage, destruction or loss to consummate or of the Group Assets not covered by insurance, which would have a Material Adverse Effect on the Group Business; (d) any redemption, repurchase or other acquisition of shares of any member of the Contributed Company Group, or any declaration, setting aside or payment of any dividend or other distribution by any Contributing Company or any member of the Contributed Company Group to any entity other than a member of the Contributed Company Group (whether in cash, stock or property) of the Group Assets or any proceeds generated by the conduct of the Group Business; (e) any material increase in or modification of the compensation or benefits payable, or to become payable, by the Contributed Companies to the Employees, except in the ordinary course of the business, consistent with past practice and except as necessary to respond to third party solicitation of Employees; (f) other than as required by applicable statute or governmental regulation, any material increase in or modification of any Group Benefit Arrangement (including, but not limited to, the granting of stock options, restricted stock awards or stock appreciation rights) that will become binding upon Newco upon consummation of the transactions contemplated by this Agreementherein, for or with respect to any of the Employees, other than (i) in the ordinary course of the business, consistent with past practice, or to respond to third party solicitation of Employees and (ii) if occurring after October 5, 1998, which is authorized, if required, pursuant to Section 4.3 below; (ivg) any sale of a material amount of the Group Assets, or any acquisition by any member of the Contributed Company Group of a material amount of assets, other than in the ordinary course of the business, consistent with past practice; (h) any alteration in any term of any outstanding capital stock or rights to acquire capital stock of SSI or any member of the Contributed Company Group, including, but not limited to, acceleration of the vesting or any change in the terms of any outstanding stock options; (i) other than in the ordinary course of business, consistent with past practice, (A) any incurrence, assumption or guarantee by any member of the Contributed Company Group of any indebtedness debt of any person, other than any member of the Contributed Company Group, for borrowed money in an amount exceeding $2,500,000 in the aggregate; (B) issuance or sale by any member of the Contributed Company Group of any securities convertible into or exchangeable for their respective debt securities; or (C) issuance or sale of options or other rights to acquire from SSI, STI, or the Contributed Company Group, directly or indirectly, debt securities of any member of the Contributed Company Group, or any securities convertible into or exchangeable for any such debt securities ; (j) any creation or assumption by a Contributing Company or a member of the Contributed Company Group of any Encumbrance (other than Group Permitted Encumbrances) on any Group Asset in excess of $2,500,000 individually or in the aggregate, other than to refinance a liability reflected in the SSI Financial Statements or the Group Financial Statements in the ordinary course of business; (k) any making by any member of the Contributed Company Group of any loan, advance or capital contribution to or investment in any person other than to refinance a liability reflected in the SSI Financial Statements or the Group Financial Statements and other than (i) loans, advances or capital contributions made in the ordinary course of the business, and (ii) other loans and advances, where the aggregate amount of any such items outstanding at any time does not exceed $2,500,000; (l) any amendment of, relinquishment, termination or non-renewal by the Contributing Companies or the Contributed Company Group of any Contributed Contract, other than in the ordinary course and in amounts and on terms of business consistent with past practices or as disclosed to Pubco in writingpractice; (vm) creation any transfer or other incurrence by grant of a right under Intellectual Property Rights included in the Company of any lien on any asset Group Assets, other than those transferred or granted in the ordinary course of business, consistent with past practicespractice, except for any grant of a right to source code or grant of any exclusive rights to any Intellectual Property Rights included in the Group Assets, each of which shall be set forth in Section 2.9(m) of the SSI Disclosure Letter; (vin) transaction or commitment madeany labor dispute with, or any contract or agreement entered intocharge of unfair labor practice by, by the Company SSI (relating to its assets or business (including the acquisition or disposition of any assetsEmployees) or any relinquishment by member of the Contributed Company of any contract or other right, in either case, material to the Company, Group (other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, routine individual grievances, or, to the knowledge of the Company), any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or Employees or, to Seagate's Knowledge, any lockoutscampaign being conducted to solicit authorization from Employees to be represented by such labor union, strikeswhere such dispute, slowdownspractice, work stoppages or threats by or with respect to such employees; (viii) paymentactivity, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment ofproceeding, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, campaign would have a material adverse effect Material Adverse Effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyGroup Business; or (xiiio) any agreement or commitment by any member of the Contributed Company Group to do take any of the foregoingactions described in the preceding clauses (a) through (n) (other than the transactions contemplated by this Agreement or the Ancillary Agreements); or any change to accounting methods.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event Disclosure Schedule or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions except as otherwise contemplated by this Agreement; , from the period from December 31, 1995, through the date hereof, there has not been (iva) incurrenceany material damage, assumption destruction or guarantee casualty loss to the physical properties of the Companies (whether covered by insurance or not); (b) any material change in the business, operations or financial condition of the Companies; (c) any entry by the Company of Companies into any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or transaction, commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition without limitation any borrowing or disposition of any assetscapital expenditure) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge any of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees Companies' course of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability business other than in the ordinary course of business business; (d) any redemption or other acquisition by the Companies of the Companies' capital stock or any failure to pay any liability when due; (ix) write-offs declaration, setting aside or write-downs payment of any assets dividend or other distribution in stock or property (other than cash) with respect to the Companies' capital stock; (e) other than in accordance with pre-existing plans, agreements and arrangements listed in the Disclosure Schedule, any increase in the rate or terms of compensation payable or to become payable by the Companies to its directors, officers or key employees or any increase in the rate or terms of any bonus, pension, insurance or other employee benefit plan, payment or arrangement made to, for or with any such directors, officers or key employees; (f) any acceleration of sales or reduction of aggregate administrative, marketing, advertising and promotional expenses or research expenditures other than in the ordinary course of business; (g) any sale, transfer or other disposition of any material asset of the Company; Companies to any party, including the Seller, except for payment of third-party obligations incurred in the ordinary course of business in accordance with the Companies' regular payment practices; (xh) creation, any termination or amendment of, or waiver of any right under, any material contract rights of value to the business of the Company; Companies; or (xii) damage, destruction any failure by the Companies to pay their accounts payable or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or obligations in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change ordinary course of business consistent with respect to the Company; or (xiii) agreement or commitment to do any of the foregoingpast practices.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet Date, the Company and each of its Subsidiaries has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (ia) material adverse change Material Adverse Effect with respect to the CompanyCompany and each of its Subsidiaries; (iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoParent; (iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementTransactions; (ivd) incurrence, assumption or guarantee by the Company and each of its Subsidiaries of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (ve) creation or other incurrence by the Company and each of its Subsidiaries of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viif) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the CompanyCompany and each of its Subsidiaries, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company and each of its Subsidiaries or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiig) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixh) material write-offs or write-downs of any assets Assets of the CompanyCompany and each of its Subsidiaries; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the CompanyCompany and each of its Subsidiaries; (xiij) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to the CompanyCompany and each of its Subsidiaries; (k) transaction or commitment made, or any Contract or agreement entered into, by the Company and each of its Subsidiaries relating to its Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by the Company and each of its Subsidiaries of any Contract or other right, in either case, material to the Company and each of its Subsidiaries, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or (xiiil) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since July 31, since the Company Balance Sheet Date2018, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoAAII; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco AAII in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except Since May 26, 2007, except as set forth on Schedule 2.01(gmay be contemplated by, or disclosed pursuant to, this Agreement, including Section 4.26 of the Company Disclosure Schedule: (a) there has not been any event or events (whether or not covered by insurance), since individually or in the aggregate, which have had a Material Adverse Effect on the Company Balance Sheet Dateor any of its Subsidiaries, including without limitation the imposition of any security interests on any of the assets of the Company or any of its Subsidiaries; (b) there have not been any amendments or other modifications to the certificate of incorporation or bylaws of either the Company or any of its Subsidiaries; (c) there has conducted not been any entry by the Company nor any of its business only Subsidiaries into any commitment or transaction material to the Company or such Subsidiaries, except in the ordinary course Ordinary Course of Business and consistent with past practice, and there is not and has not been any: including without limitation any (i) material adverse change with respect borrowings or the issuance of any guaranties, (ii) any capital expenditures in excess of $60,000, or (iii) any grant of any increase in the base compensation payable, or any loans, to the Companyany directors, officers or employees; (iid) event whichthere has not been, if it had taken place following other than pursuant to the execution Plans, any increase in or establishment of this Agreementany bonus, would not have been permitted by Section 3.01 without prior consent insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan, except in the Ordinary Course of Pubco;Business consistent with past practice. (iiie) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee there have not been any material changes by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices its accounting methods, principles or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vif) transaction neither Company nor any of its Subsidiaries has declared, set aside or commitment made, or paid any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract dividend or other rightdistribution (whether in cash, in either case, material stock or property) with respect to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreementany of its securities; (viig) labor disputeneither Company nor any of its Subsidiaries has split, other than routinecombined or reclassified any of its securities, individual grievancesor issued, or, to the knowledge of the Companyor authorized for issuance, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employeessecurities; (viiih) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, there has not been any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; orproperty and assets of Company or any of its Subsidiaries, whether or not covered by insurance; (xiiii) agreement there has not been any revaluation of Company’s or commitment any of its Subsidiaries’ assets, including writing down the value of inventory or writing off notes or accounts receivable, other than in the Ordinary Course of Business consistent with past practice; and (j) neither Company nor any of its Subsidiaries has agreed, whether in writing or otherwise, to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoBassline Productions; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco Bassline Productions in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents or as set forth on Schedule 2.01(g2.02(g), since December 31, 2017 (the "Company Balance Sheet Date, ") the Company has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: : (i) material adverse change with respect to the Company; ; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 this Agreement without prior consent of Pubco; the Company; (iii) any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; ; (iv) any incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; ; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; ; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; ; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; ; (ixviii) write-offs or write-downs of any assets of the Company; ; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; ; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; ; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or or (xiiixii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except Since the Balance Sheet Date, there has not been a Company Xxxxx Xxxxxxxx Adverse Effect, and (except as set forth on Section 3.9 of the Company Disclosure Schedule 2.01(g)and otherwise in connection with the transactions contemplated hereby) the Company Group has conducted its business in all material respects in the ordinary course of business. Without limiting the generality of the foregoing, since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or consistent with past practice, there has not been, with respect to any failure to pay member of the Company Group, any: (a) incurrence of any liability when dueIndebtedness by the Company Group exceeding $150,000, except unsecured current obligations and Liabilities incurred in the ordinary course of business; (ixb) write-offs or write-downs of any assets of the Companycapital expenditures in an aggregate amount exceeding $150,000; (xc) creationgrant of any material bonus (whether monetary or otherwise) or material increase in any compensation (including wages, termination salary, severance, pension, or other compensation or benefits) of any current or former employees, officers, directors, independent contractors, or consultants (or any beneficiary or dependent thereof), other than as provided for in any written Contract or in the ordinary course of business; (d) acceleration of the vesting or payment of any compensation or benefit for any current or former employees, officers, directors, independent contractors, or consultants (or any beneficiary or dependent thereof); (e) adoption, termination, amendment ofor modification of any Employee Plan (other than changes to employee compensation in the ordinary course of business consistent with the Company Group’s past practices), except as required by Law; (f) 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 similar Law; (g) entry into any Contract that would constitute a Material Contract; (h) amendment to, or waiver of any right or obligation under, the articles of incorporation, certificate of formation, operating agreement, bylaws or other organizational document of any material contract member of the CompanyCompany Group; (xii) damagedeclaration or payment of any dividend on or in respect of any equity ownership interests in any member of the Company Group or any redemption, destruction purchase or loss having, or reasonably expected to have, a material adverse effect on acquisition of any member of the CompanyCompany Group’s capital stock; (xiij) other condition, event or occurrence which individually or material change in the aggregate could reasonably be expected Company Group’s past practices of accounting, except as required by GAAP or as disclosed in the notes to have a the Financial Statements; (k) abandonment or lapse of or failure to maintain in full force and effect any registration related to Intellectual Property owned by any member of the Company Group; (l) transfer or assignment of or grant of any license or sublicense under or with respect to any Intellectual Property owned by any member of the Company Group; (m) any revocation, adoption (other than through the Disregarded Entity Election), or change to any material adverse effect Tax election or give rise method of Tax accounting, any settlement of any dispute with respect to a material adverse change with respect Tax of the Company Group, any amendment of a Tax Return previously filed by the Company Group, entry into any Tax closing agreement, surrender of any right to claim a refund of Taxes, or waiver or extension of the Companylimitations period applicable to any Tax claim or assessment; or (xiiin) agreement or commitment entry into any Contract to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(b), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except Other than as set forth on Schedule 2.01(g)disclosed in the Company Current Reports, or otherwise disclosed in this Agreement or in Section 3.8 of the Company Disclosure Schedule, since September 30, 1997 and through the date hereof, the business of the Company Balance Sheet Date, and of each of the Company Subsidiaries has been conducted its business only in the ordinary course, and there has not been (i) any Material Adverse Effect on the Company; (ii) any material indebtedness incurred by the Company or any Company Subsidiary for money borrowed; (iii) any material transaction or commitment, except in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event business or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions as contemplated by this Agreement; , entered into by the Company or any of the Company Subsidiaries; (iv) incurrenceany damage, assumption destruction or guarantee loss, whether covered by insurance or not, which, individually or in the aggregate, would have a Material Adverse Effect on the Company; (v) any material change by the Company of in accounting principles or methods except insofar as may be required by a change in generally accepted accounting principles; (vi) any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence material revaluation by the Company or any Company Subsidiary of any lien on asset (including, without limitation, any asset writing down of the value of inventory or writing off of notes or accounts receivable); (vii) any mortgage or pledge of any of the assets or properties of the Company or any Company Subsidiary or the subjection of any of the assets or properties of the Company or any Company Subsidiary to any material liens, charges, encumbrances, imperfections of title, security interest, options or rights or claims of others with respect thereto other than in the ordinary course consistent with past practices; practice; or (viviii) transaction any assumption or commitment made, or any contract or agreement entered into, guarantee by the Company relating to its assets or business (including a Company Subsidiary of the acquisition or disposition indebtedness of any assets) person or any relinquishment by the Company of any contract or other right, in either case, material to the Companyentity, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoingpractice.

Absence of Certain Changes or Events. Except as set forth on in Schedule 2.01(g)3.7, since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (ia) material adverse change Material Adverse Effect with respect to the Company; (iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoBuyer; (iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementTransactions; (ivd) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (ve) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viif) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiig) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixh) material write-offs or write-downs of any assets Assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company; (xiij) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to the Company; (k) transaction or commitment made, or any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by the Company or any Contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or (xiiil) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except Since June 30, 1994, except as set forth on in Schedule 2.01(g), since 3.10 hereto or in the Company Balance Sheet DateCommission Reports filed during the period after that date and prior to the date of this Agreement, the Company has and its Subsidiaries have conducted its business their respective businesses only in the ordinary and regular course and in a manner consistent with past practice, and there is not and has not been any: (ia) material adverse change with respect to the Company; (ii) event whichany Material Adverse Change or any event, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event occurrence or occurrence which development that will result in or could reasonably be expected to preventresult in a Material Adverse Change, hinder including any such event, occurrence or materially delay development described in the ability following clauses (i), (ii), (iii), (iv), (vii), (viii), (ix) or (x), or (b) any event, occurrence or development described in the following clauses (v), (vi), (xi), (xii), (xiii) or (xiv), whether or not it will result in or could reasonably be expected to result in a Material Adverse Change: (i) any damage, destruction or loss (whether or not covered by insurance) with respect to any properties or assets of the Company or any Subsidiary, (ii) any creation or imposition of any Lien with respect to consummate any properties or assets of the transactions Company or any Subsidiary, (iii) any revocation or termination, or any notice of revocation or termination, of any Consents, (iv) any change in the relationships between the Company or any Subsidiary on the one hand and any developers, suppliers, insurers or other Persons with whom they have business relationships, (v) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the capital stock of the Company or any redemption, purchase or other acquisition of any of the capital stock or other securities of the Company, (vi) any sale, lease, transfer or other disposition of any properties or assets of the Company or any Subsidiary, except for Real Property sold, transferred or disposed of in the ordinary and regular course of business, (vii) except as contemplated by this Agreement; , any entry into any Contract or transaction (ivincluding, but not limited to, any borrowing, issuance of notes or other securities, capital expenditure or sale of assets) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary and regular course of business, (viii) any entry into any Contract between the Company or any Subsidiary on the one hand and any of their respective directors, officers or key employees on the other hand providing for the employment of any director, officer or key employee or any increase in amounts and on terms consistent with past practices the compensation, severance or as disclosed termination benefits payable or to Pubco in writing; (v) creation or other incurrence become payable by the Company or any Subsidiary to any such director, officer or key employee, or the making of any lien on loan to or entry into any asset other than material transaction or arrangement with any such director, officer or key employee; (ix) any increase in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, benefits payable by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of Subsidiary under any contract bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other rightemployee benefit plan, in either caseprogram or arrangement made to, material to the Company, other than transactions and commitments in the ordinary course consistent for or with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge any of the Companydirectors, any activity officers or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockoutsSubsidiary, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creationany labor dispute, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damageany change by the Company in its accounting principles, destruction methods or loss havingpractices, except for any changes required by law or reasonably expected to haveas a result of any mandatory change in accounting standards, a material adverse effect on the Company; (xii) other conditionany revaluation by the Company of any of its properties or assets, event including, but not limited to, writing down the value of any Real Property or occurrence which individually writing off any notes or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or accounts receivable, (xiii) any action or omission on the part of the Company or any Subsidiary that, if taken or omitted to be taken after the date hereof, would cause a breach or violation of the covenants set forth in Section 6.01 hereof or (xiv) any agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since the date of the Current Balance Sheet, since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to TG3 or the Company;Dental Practice: (ii) event which3.14-1 Any Material Adverse Change or any event, if it had taken place following the execution occurrence, development or state of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event circumstances or occurrence facts which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreementresult in a Material Adverse Change; (iv) incurrence3.14-2 Any damage, assumption destruction or guarantee casualty loss, whether insured against or not, to any assets or properties associated with the Dental Practice; 3.14-3 Any increase in the rate or terms of compensation payable or to become payable by TG3 to its key employees; any increase in the Company rate or terms of any indebtedness bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for borrowed money other than or with any such key employees; any special bonus or remuneration paid; or any written employment contract executed or amended; 3.14-4 Any entry into any agreement, commitment or transaction (including, without limitation, any borrowing, capital expenditure or capital financing or any amendment, modification or termination of any existing agreement, commitment or transaction) by TG3 or the Professional Corporation, except agreements, commitments or transactions in the ordinary course of business and in amounts and on terms consistent with past practices or as disclosed to Pubco expressly contemplated in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge 3.14-5 Any conduct of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in business which is outside the ordinary course of business or any failure not substantially in the manner that TG3 previously provided management services to pay any liability when duethe Dental Practice; (ix) write3.14-offs 6 Any purchase or writeother acquisition of property, any sale, lease or other disposition of property, or any expenditure, except in the ordinary course of business; 3.14-downs 7 Any incurrence of any assets of the Company; (x) creationnoncontract liability which, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually either singly or in the aggregate is material to the business, results of operations, financial condition or prospects of the Dental Practice; 3.14-8 Any encumbrance or consent to encumbrance of any property or assets of TG3 except in the ordinary course of business; or 3.14-9 Any change in the assets, liabilities, licenses, permits or franchises of TG3, or in any agreement to which TG3 is a party or is bound, which has had or reasonably could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoingMaterial Adverse Effect.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (ia) material adverse change Material Adverse Effect with respect to the Company; (iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoParent; (iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementTransactions; (ivd) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (ve) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viif) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiig) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixh) material write-offs or write-downs of any assets Assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company; (xiij) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to the Company; (k) transaction or commitment made, or any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by the Company or any Contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or (xiiil) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(gC (g), since the Company Vendor Balance Sheet Date, the Company Vendor has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the CompanyVendor; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoPurchaser; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Vendor to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Vendor of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco Purchaser in writing; (v) creation or other incurrence by the Company Vendor of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Vendor relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Vendor of any contract or other right, in either case, material to the CompanyVendor, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets of the CompanyVendor; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyVendor; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyVendor; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyVendor; or (xiiixii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoAll in Blind, Inc.; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco All in Blind, Inc. in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g3.5 or as expressly provided in this Agreement (including Sections 3.22, 5.3, 5.4 and 5.5), since the Company Balance Sheet Date, Date the Company has conducted the Business in the ordinary course of business and consistent with past practice and has not: (a) had any development or event which, individually or in the aggregate, has had or could reasonably be expected to have, a Seller Material Adverse Effect; (b) declared, set aside or paid any non-cash dividend or other distribution (whether in securities or property or any combination thereof) in respect of any class or series of its capital stock or other interests; (i) sold, leased, licensed, transferred or disposed of any material assets or rights, other than in the ordinary course of business only consistent with past practice, (ii) incurred any Lien upon any material assets other than Permitted Liens, (iii) acquired, leased or licensed any material assets other than in the ordinary course of business consistent with past practice; (d) paid, discharged or satisfied any material liability, obligation or Lien (other than any Permitted Liens), other than payment, discharge or satisfaction of (i) Indebtedness or (ii) liabilities, obligations or Liens in the ordinary course of business consistent with past practice; (e) changed any of the accounting or material tax accounting principles, practices or methods, or changed reserve policies or materially changed reserve practices except as required by concurrent changes in GAAP; (i) made any material change in the compensation payable or to become payable to any of its officers, directors, employees, agents, consultants or sales associates (which is understood in this Agreement not to include the same of any Broker Affiliate) (other than general changes in compensation of employees who are not officers or directors in the ordinary course of business consistent with past practice), (ii) entered into or amended any employment, severance, consulting (other than in the ordinary course of business), termination or other agreement or employee benefit plan or made any loans to any of its officers, directors, employees, agents, consultants or sales associates (other than advances of expenses in the ordinary course consistent with past practice) or (iii) made any change in its existing borrowing or lending arrangements for or on behalf of any of such Persons pursuant to an employee benefit plan or otherwise; (i) made any accrual or commitment for future payment of any pension, retirement allowance, unused vacation days or other employee benefit to any officer, director, employee, sales associate or Affiliate, except payments and accruals made in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event whichadopted or paid, if it had taken place following the execution of this Agreementgranted, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) conditionissued, event accelerated or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation accrued salary or other incurrence by payments or benefits pursuant to any pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, stock or share purchase, stock or share option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or any employment or consulting agreement, or made any payments or grants in relation to the Company of any lien on any asset foregoing other than in the ordinary course consistent with past practicespractice, or (iii) amended in any material respect any such existing plan, agreement or arrangement in a manner inconsistent with the foregoing; (vih) transaction or commitment madeother than commissions, or any contract or agreement entered intomanagement sales incentives, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Companyadministrative bonuses, other than transactions and commitments compensation or advances or reimbursement of expenses in the ordinary course consistent with past practices and those contemplated by this Agreementpractice, made any payments, loans, advances or other distributions to, or entered into any transaction, agreement or arrangement with, any of its officers, directors, employees, agents, consultants or sales associates involving in any individual case an amount in excess of $10,000; (viii) labor dispute, other than routinespecifically set forth in the Capital Plan, individual grievancesmade or entered into an agreement to make any capital expenditures in excess of $50,000; (j) settled or compromised any material Tax liability, oragreed to any adjustment of any material Tax attribute, made, changed or revoked any material election with respect to Taxes, surrendered any right to claim a material refund of Taxes, consented to any extension or waiver of the knowledge statute of limitations period applicable to any material Taxes, Tax Return or Tax Claim, amended any material Tax Return, or entered into any closing agreement with respect to material Taxes; (k) made any material change in its working capital practices generally, including materially accelerating any collections of cash or accounts receivable or materially deferring payments or accruals; (l) had a judgment entered or settled any Litigation resulting in a loss, payment or other cost to the Company, any activity after receipt of insurance payments, in excess of $50,000 individually, or proceeding by a labor union or representative thereof to organize any employees of $250,000 in the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employeesaggregate; (viiim) paymentaltered through merger, prepayment liquidation, reorganization, restructuring or discharge of liability in any other material fashion its corporate structure or ownership or amended its Organizational Documents in any material respect; (n) entered into or amended in any material respect any agreement which (i) has any non-competition, geographical restriction or similar covenant relating to the Business, or (ii) is a Broker Affiliate Agreement, in each case other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change consistent with respect to the Companypast practice; or (xiiio) agreement or commitment agreed to do take any of the foregoingforegoing actions.

Absence of Certain Changes or Events. Except Since August 1, 2004, and except as set forth on Schedule 2.01(g)4.9, since Xxxxxx and the Company Balance Sheet Date, the Company has Subsidiaries have conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments their Business in the ordinary course consistent with past practices and those contemplated there have not been: (i) any event, fact or circumstance that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect with respect to Xxxxxx or any of its Subsidiaries; (ii) any material damage, destruction or casualty loss, whether covered by this Agreementinsurance or not, affecting the Business or the assets and property of the Business; (iii) except in the ordinary course, (a) any increase in the rate or terms of compensation payable or to become payable by Xxxxxx to its directors, officers or employees, or (b) any increase in the rate or terms of any bonus, insurance, Benefit Plan, payment or arrangement made to, for or with any such directors, officers or employees; (iv) any entry into any agreement, commitment or transaction (including, without limitation, any borrowing, capital expenditure or capital financing or any amendment, modification or termination of any existing agreement, commitment or transaction) by Xxxxxx or any of its Subsidiaries in excess of $50,000; (v) any change in the articles of incorporation or bylaws of Xxxxxx or any of its Subsidiaries; (vi) any declaration or payment of distributions or payment of dividends with respect to Xxxxxx Stock or the capital stock of any of its Subsidiaries or the redemption or repurchase of any such shares; (vii) labor dispute, other than routine, individual grievances, or, to any material liability incurred except in the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employeesordinary course; (viii) payment, prepayment any creation or discharge occurrence of liability other than in any Lien on any of the ordinary course assets or properties of business Xxxxxx or any failure to pay any liability when dueof its Subsidiaries; (ix) write-offs any change in accounting policies or write-downs practices by Xxxxxx or any of any assets of the Companyits Subsidiaries; (x) creationany entry into an agreement to assume, termination guarantee, endorse or amendment ofbecome liable or responsible (whether directly, indirectly, contingently or waiver otherwise) for the obligations of any right under, any material contract of the Companyother Person; (xi) damage, destruction any loans made or loss havingforgive, or reasonably expected to haveadvances or capital contributions to, a material adverse effect on the Companyor investments in, any other Person; (xii) other conditionany (a) modification, event amendment or occurrence which individually termination of any of the Material Contracts; (b) waiver, release or assignment of any rights that are material to Xxxxxx or any Subsidiary or the Business; or (c) cancellation, expiration or lapse of any insurance policy naming it as a beneficiary or loss payee unless a new policy with substantially identical coverage is in effect as of the aggregate could reasonably be expected to have a material adverse effect date of lapse, cancellation or give rise to a material adverse change with respect to the Companyexpiration; or (xiii) agreement or any commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)3.7, since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (ia) material adverse change Material Adverse Effect with respect to the Company to the Knowledge of the Company; (iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoParent; (iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (ivd) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (ve) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viif) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiig) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixh) write-offs or write-downs of any assets Assets of the Company; (xi) creation, termination or amendment of, or waiver of any right under, any material contract to the Knowledge of the Company; (xi) , damage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company; (xiij) to the Knowledge of the Company, other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to the Company; (k) transaction or commitment made, or any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by the Company or any Contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or (xiiil) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event 4.6 or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions as contemplated by this Agreement; (iv) incurrence, assumption or guarantee by from January 31, 2003 through the Company date of this Agreement there has not been any indebtedness for borrowed money other than Material Adverse Effect and the Seller has conducted the Business in the ordinary course and in amounts and on terms consistent has not, with past practices or as disclosed respect to Pubco in writingthe Business: (a) subjected any of the Acquired Assets to any Encumbrances, other than Permitted Encumbrances; (vb) creation sold, transferred, leased, subleased, licensed or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, orotherwise disposed of, to any Third Party, any properties or assets necessary for the knowledge conduct of the CompanyBusiness, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when duebusiness; (ixc) write-offs entered into any contract or write-downs modified or terminated any existing contract, other than in the ordinary course of any assets of the Companybusiness; (xd) creation, increased benefits payable to any Transferred Employee under existing severance or termination pay policies or amendment ofemployment agreements, or waiver increased compensation, bonus or other benefits payable to any Transferred Employee, other than increased compensation, bonus or other benefits in the ordinary course of any right under, any material contract of the Companybusiness consistent with past practice; (xie) incurred Assumed Liabilities, other than in the ordinary course of business; (f) suffered any damage, destruction or other casualty loss having, (whether or reasonably expected to have, a material adverse effect on not covered by insurance) affecting the CompanyBusiness; (xiig) other conditionchanged any method of financial accounting or financial accounting practice, event except for any such change required by reason of a concurrent change in applicable Law or occurrence which individually SEC or U.S. generally accepted accounting principles ("GAAP") guidelines or by reason of a change in the aggregate could reasonably be expected to have a material adverse effect Seller's method of accounting or give rise to a material adverse change accounting practices; (h) waived, released or assigned any rights in connection with respect to the CompanyBusiness, other than in the ordinary course of business; or (xiiii) agreement agreed, whether in writing or commitment otherwise, to do any of the foregoing, except as expressly contemplated by this Agreement.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since As of the Company Company’s Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change Material Adverse Effect with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially Materially delay the ability of the Company to consummate the transactions contemplated by this AgreementTransactions; (iviii) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than those in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (viv) creation or other incurrence by the Company of any lien Lien on any asset Asset other than those in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viiv) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or to conduct any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiivi) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixvii) Material write-offs or write-downs of any assets Assets of the Company; (xviii) creation, termination transactions or amendment ofcommitments made, or waiver any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any right underAssets) or any relinquishment by the Company or any Contract or other right, any material contract of in either case, Material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; (xiix) damagedamages, destruction or loss losses having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company;; or (xiix) other conditionconditions, event events or occurrence which individually or in the aggregate collectively could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect Material Adverse Effect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company date of the most recent financial statements included in the Pubco SEC Documents (the “Pubco Balance Sheet Date, the Company ”) Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to to (viii) organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiiix) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixx) write-offs or write-downs of any assets of the CompanyPubco; (xxi) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xixii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xiixiii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiiixiv) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Since the Servicesoft Balance Sheet Date, Servicesoft and the Subsidiaries have carried on their business in the ordinary course substantially in accordance with the procedures and practices in effect on the Servicesoft Balance Sheet Date. (a) Except as set forth on Schedule 2.01(g)in Item 4.11(a) of the Servicesoft Disclosure Letter or permitted by the terms of this Agreement, since the Company Servicesoft Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and Date there is not and has not been anywith respect to Servicesoft or any Subsidiary: (i) material any change, circumstance or effect that is or is reasonably likely to be materially adverse change with respect to the Companybusiness, employees, assets (including intangible assets), capitalization, financial condition, operations or results of operations of Servicesoft and its Subsidiaries, taken as a whole; (ii) event which, if it had taken place following any contingent liability incurred by Servicesoft or any Subsidiary as guarantor or surety with respect to the execution obligations of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcoothers which exceed in the aggregate $100,000; (iii) conditionany mortgage, event encumbrance or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability lien placed on any of the Company to consummate properties of Servicesoft or any Subsidiary except: (A) mechanics', carriers', workers' and other similar liens arising in the transactions contemplated by this Agreementordinary course of business, and (B) liens for current Taxes not yet due and payable; (iv) incurrenceany purchase, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation license, sale or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment madedisposition, or any contract agreement or agreement entered intoother arrangement for the purchase, by license, sale or other disposition, of any of the Company relating to its property (including Servicesoft IP Rights, as defined in Section 4.12(b)), assets or business (including the acquisition or disposition goodwill of any assets) Servicesoft or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability its Subsidiaries other than in the ordinary course of business or any failure to pay any liability when dueand consistent with past practice; (ixv) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss havingof any material property or asset, whether or reasonably expected to have, a material adverse effect on the Companynot covered by insurance; (xiivi) other condition, event or occurrence which individually or any change in the aggregate could reasonably be expected compensation payable or to have a material adverse effect or give rise become payable to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of Servicesoft's or any Subsidiary's directors, officers, employees or consultants (other than normal raises) for non-officers in connection with promotions or annual performance evaluations, in the foregoing.ordinary course of business consistent with past practice), or any change or agreement to make any bonus

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since From the Company Balance Sheet DateDate to the date of this Agreement, the Company has conducted its business only in the ordinary course consistent with past practicecourse, and other than as set forth in Schedule 3.21, during such period there is not and has not been anybeen: (ia) material adverse change with respect to the Companyany damage, destruction or loss, whether or not covered by insurance, that would have a Company Material Adverse Effect; (iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event any intentional waiver or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee compromise by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any a valuable right it possesses under a material contract or agreement entered intoof a material debt owed to it, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when duebusiness; (ixc) write-offs or write-downs any discharge of any lien, claim, or encumbrance, except in the ordinary course of business and the discharge of which would not have a Company Material Adverse Effect; (d) any material change to a material Contract by which the Company or any of its assets is bound or subject, other than in the ordinary course of business; (e) any material change in any compensation arrangement or agreement with any executive officer or director, other than in the ordinary course of business; (f) any resignation or termination of employment of any executive officer of the Company; (xg) creationany mortgage, termination pledge, transfer of a security interest in or amendment oflien created by the Company with respect to any of its material properties or assets, except Permitted Liens; (h) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or waiver any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (i) other than distributions for taxes of the members of the Company Subsidiary in accordance with the Company Organizational Documents, any declaration, setting aside or payment or other distribution in respect of any right underof the Company’s equity interests, or any material contract direct or indirect redemption, purchase, or other acquisition of any of such equity interests by the Company; (xij) damage, destruction or loss having, or reasonably expected to have, a any material adverse effect on change in the Company’s method of accounting or the identity of its auditors; (xiik) other conditionany issuance of equity securities to any officer, event director or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to Affiliate of the Company; or (xiiil) agreement any arrangement or commitment by the Company to do any of the foregoingthings described in this Section 3.21.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)disclosed in the Pubco SEC Documents, since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iviii) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (viv) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (viv) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiivii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets of the CompanyPubco; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiiixii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since June 30, since the Company Balance Sheet Date2015, the Company Q2P has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the CompanyQ2P including any amendments to its Articles of Incorporation or Bylaws; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.01 without prior consent of PubcoAPGR; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Q2P to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Q2P of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco APGR in writing; (v) creation or other incurrence by the Company Q2P of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Q2P relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Q2P of any contract or other right, in either case, material to the CompanyQ2P, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyQ2P, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Q2P or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyQ2P; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyQ2P; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyQ2P; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyQ2P; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since the date of the TURNKEY Unaudited Financial Statements, since the Company Balance Sheet Date, the Company TURNKEY has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the CompanyTURNKEY including any amendments to its Articles of Incorporation and Bylaws; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.01 without prior consent of PubcoTTHX; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company TURNKEY to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company TURNKEY of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco TTHX in writing; (v) creation or other incurrence by the Company TURNKEY of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company TURNKEY relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company TURNKEY of any contract or other right, in either case, material to the CompanyTURNKEY, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyTURNKEY, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company TURNKEY or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyTURNKEY ; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyTURNKEY; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyTURNKEY; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyTURNKEY; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i1) material adverse change with respect to the CompanyPubco; (ii2) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii3) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv4) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v5) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi6) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii7) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except Since the Statement Date until the date of this Agreement, except as set forth on Schedule 2.01(g), since the Company Balance Sheet Datecontemplated by this Agreement, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been occurred any: (ia) material adverse change with respect to commitment for capital expenditure by the CompanyCompany exceeding $100,000 individually or $250,000 in the aggregate; (iib) event whichpayment, if it had taken place following discharge or satisfaction in excess of $100,000 individually or $250,000 in the execution aggregate, of this Agreementany claim, would not have been permitted by Section 3.01 without prior consent liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of Pubcothe Company), other than payments, discharges or satisfactions of liabilities in the ordinary course of business reserved against in the Statement of Net Assets; (iiic) conditiondestruction, event damage or occurrence which could reasonably be expected to prevent, hinder loss in excess of $100,000 individually or materially delay $250,000 in the ability aggregate of any material assets (whether tangible or intangible) of the Company to consummate the transactions contemplated (whether or not covered by this Agreementinsurance), excluding Intellectual Property; (ivd) incurrence, assumption or guarantee revaluation by the Company of any indebtedness for borrowed money other than in of its assets (whether tangible or intangible), including, without limitation, writing down the ordinary course and in amounts and on terms consistent with past practices value of inventory or as disclosed to Pubco in writing; (v) creation writing off notes or other incurrence by the Company of any lien on any asset accounts receivable, other than in the ordinary course consistent with past practicespractice; (vie) transaction sale, lease, license or commitment madeother disposition of any of the assets (whether tangible or intangible) or properties of the Company for an amount in excess of $100,000 individually or $250,000 in the aggregate outside of the ordinary course of business, including, but not limited to, the sale of any accounts receivable of the Company, or any contract creation of any security interest in such assets or agreement entered intoproperties, excluding Intellectual Property; (f) loan by the Company relating to its assets any Person, or business (including the acquisition or disposition of any assets) or any relinquishment purchase by the Company of any contract debt securities of any Person; (g) incurrence by the Company of any Indebtedness, amendment of the terms of any outstanding loan agreement, guarantee by the Company of any Indebtedness, issuance or other rightsale of any debt securities of the Company or guarantee of any debt securities of others; (h) commencement or settlement of any lawsuit by the Company, the commencement, settlement or, to the Knowledge of the Company, threat in either case, material to writing of any lawsuit or proceeding against the Company, other than transactions and commitments settlements, lawsuits or proceedings involving monetary amounts less than $100,000 individually or $250,000 in the ordinary course consistent aggregate and which settlements do not include the license of Intellectual Property or restrictions on the Company's business; (i) agreement by the Company, or any officer, employee or Seller on behalf of the Company to do any of the things described in the preceding clauses (a) through (h) of this SECTION 3.10 (other than negotiations with past practices Purchaser and those its representatives regarding the transactions contemplated by this Agreement); (viii) labor disputeexcept standard outbound licenses and evaluation, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than non-disclosure and professional services agreements entered into in the ordinary course of business business, (A) sale or any failure to pay any liability when due; (ix) write-offs or write-downs license of any assets of the Company; 's Intellectual Property or (xB) creationexecution, termination material modification or material amendment of, or waiver of any right under, agreement with respect to any material contract of the Company; (xi) damage, destruction 's Intellectual Property with any Person or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Intellectual Property of any Person; (ii) except in the ordinary course of business, purchase or license of any Intellectual Property of any Person; (iii) except for professional services agreements entered into in the ordinary course of business, agreement or material modification or material amendment of an existing agreement existing as at the Statement Date with respect to the development of any Intellectual Property with a third party; (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property to the Company; or (v) notice of any claim or potential claim of ownership, interest or right by any Person other than the Company of the Company's Intellectual Property or of infringement by the Company of any other Person's Intellectual Property; or (xiiik) agreement any other event or commitment condition of any character that has had or is reasonably likely to do any of the foregoinghave a Company Material Adverse Effect or a Seller Material Adverse Effect.

Absence of Certain Changes or Events. Except From December 31, 2003 to the date hereof, except as set forth contemplated by this Agreement or disclosed on Schedule 2.01(g), since the Company Balance Sheet Date3.9, the Company has conducted its business only the Business in the ordinary course of business in all material respects, and: (a) there has not been any damage to or destruction or loss in excess of $100,000 in the aggregate of the assets, properties, rights or interests of the Company used in the Business, whether or not covered by insurance; (b) the Company has not sold or transferred any material amount of its assets, properties, rights or interests used in the Business, other than sales of inventory and disposal of obsolete, damaged or defective inventory or other assets in the ordinary course of business consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (iic) event whichthe Company has not increased the salary, if it had taken place following the execution of this Agreementbonus or other compensation payable to any current or former officer, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) conditionemployee, event manager or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability director of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when dueconsistent with past practice; (ixd) write-offs or write-downs the Company has not hired any employees, except in the ordinary course of any assets of the Companybusiness and consistent with past practice; (xe) creation, termination or amendment ofthe Company has not (i) entered into any new, or waiver amended any existing, Benefit Plan (whether written or oral), except to the extent required by applicable law, or (ii) amended or altered any severance pay practices, in either case, except in the ordinary course of any right under, any material contract of the Companybusiness and consistent with past practice; (xif) damagethe Company has not entered into, destruction modified or loss havingterminated any Contract involving a total remaining commitment of at least $100,000 other than in the ordinary course of business and consistent with past practice, or reasonably expected to have, a material adverse effect on the Companyreceived written notice of termination of any Material Contract; (xiig) the Company has not waived, released or canceled any material claims against third parties or material debts owing to the Company other than credits, payments or adjustments in an amount less than $25,000 made for customers or suppliers in the ordinary course of business consistent with past practice; (h) the Company has not made or committed to make any capital expenditures or capital additions or betterments in excess of $100,000, whether individually or as a part of related transactions; (i) the Company has not disposed of any Company Intellectual Property or permitted the lapse in registration of any Intellectual Property owned by the Company which, in either case, is material to the conduct of the Business in the ordinary course; (j) the Company has not changed its accounting methods, systems, policies, principles or practices; (k) except as set forth in the Financial Statements, the Company has not incurred indebtedness (other than for trade payables in the ordinary course of business consistent with past practice); (l) the Company has not assumed or guaranteed (whether directly, contingently or otherwise) the obligations of any other Person other than by endorsement of checks in the ordinary course of business consistent with past practice; (m) the Company has not acquired or leased any assets valued, in the aggregate, in excess of $100,000, other than in the ordinary course of business and consistent with past practice; (n) the Company has not suffered or permitted the creation of any Lien other than Permitted Liens over any of its assets other than in the ordinary course of business and consistent with past practice; (o) the Company has not entered into any agreement with respect to, or otherwise amended, any collective bargaining agreement; (p) the Company has not entered into any Contract with any of its Affiliates, members, managers, directors or officers, or any of the respective Affiliates of such individuals other than Contracts with Affiliated entities on arm’s-length terms entered into in the ordinary course of business; (q) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change than with respect to Excluded Assets, the Company; orCompany has not declared, set aside or paid any dividend or distribution (whether in cash or property); (xiiir) the Company has not amended the certificate of formation or operating agreement of the Company or commitment made any changes in its issued and outstanding limited liability company interests; (s) the Company has not entered into any agreement to do take any of the foregoingactions set forth in subsections (b) through (r) of this Section 3.9; and (t) the Company has not suffered a Material Adverse Effect.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company RTS Balance Sheet Date, the Company RTS has not conducted its any business only in the ordinary course consistent with past practice, and operations there is not and has not been any: (i) material adverse change with respect to the CompanyRTS; (ii) event which, if it had taken place following other than in the execution ordinary course of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcobusiness; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company RTS Stockholder to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company RTS of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco PLEDGE in writing; (v) creation or other incurrence by the Company RTS of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company RTS relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company RTS of any contract or other right, in either case, material to the CompanyRTS, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyRTS, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company RTS or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyRTS; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyRTS; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyRTS; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyRTS; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)During the period from June 30, since 2022 to the Company Balance Sheet Datedate of this Agreement, the Company has conducted its business only in all material respects in the ordinary course consistent with past practice, and Ordinary Course of Business and: (a) there is not and has not been any: (i) material adverse change with respect any event, circumstance or condition that, individually or in the aggregate, has had or is reasonably likely to the Companyhave a Material Adverse Effect; (iib) event whichthere has not been any change in financial accounting methods, if it had taken place following principles or practices by the execution Company materially affecting the financial condition or results of this Agreementoperations of the Company, would not except insofar as may have been permitted required by Section 3.01 without prior consent of Pubcoa change in GAAP; (iiic) conditionexcept as described on Schedule 2.11(c), event there has been no material physical damage, destruction or occurrence which could reasonably be expected to prevent, hinder other casualty loss (whether or materially delay the ability not covered by insurance) affecting all or any portion of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, Real Property or any contract other personal property or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition equipment of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions wear and commitments tear in the ordinary course consistent with past practices Ordinary Course of Business and those contemplated by this Agreementany damage, destruction or other casualty that has been repaired or remediated; (viid) labor disputethe Company has not (x) increased the salary, wages or other compensation of any officer, employee or consultant of the Company by more than 3% or (y) adopted, entered into or became bound by any Benefit Plan or Labor Agreement, or (z) materially amended, materially modified or terminated any Benefit Plan or Labor Agreement, in each case except to the extent required by applicable Law or as required by the terms of any Benefit Plan, Labor Agreement or other Contract then in effect or in effect as of the date of this Agreement, or, in connection promotions of such officers or employees in the Ordinary Course of Business; (e) the Company has not entered into, amended, modified, terminated (partially or completely) or granted a waiver of material rights under any Material Contract, in each case other than routinein the Ordinary Course of Business; provided, individual grievances, that the parties acknowledge and agree that renewal of Contracts or licenses on substantially the same terms shall be deemed to be in the Ordinary Course of Business; (f) there has not been any material adverse change in any rights that the Company has under or to any Intellectual Property that is owned by the Company or, to the knowledge of the CompanySeller Parties, any activity such change in such rights under or proceeding to Intellectual Property owned by a labor union or representative thereof to organize any employees of third parties that the Company or has the right to use, other than the expiration of any lockouts, strikes, slowdowns, work stoppages or threats by or such rights in accordance with respect to such employeesthe terms thereof; (viiig) paymentthe Company has not acquired, prepayment disposed of or discharge of liability other than in the ordinary course of business or encumbered any failure to pay any liability when due;real property; and (ixh) write-offs or write-downs of the Company has not entered into any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment Contract to do or engage in any of the foregoingforegoing after the date hereof.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since June 30, since the Company Balance Sheet Date2024, the Acquired Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i1) material adverse change with respect to the CompanyAcquired Company including any amendments to its formation and governance documents; (ii2) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.1 without prior consent of PubcoRDAR; (iii3) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Acquired Company to consummate the transactions contemplated by this Agreement; (iv4) incurrence, assumption or guarantee by the Acquired Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco RDAR in writing; (v5) creation or other incurrence by the Acquired Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi6) transaction or commitment made, or any contract or agreement entered into, by the Acquired Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Acquired Company of any contract or other right, in either case, material to the Acquired Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii7) labor dispute, other than routine, individual grievances, or, to the knowledge of the Acquired Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Acquired Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) 8) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;; MEXEDIA, INC. SHARE EXCHANGE AGREEMENT | PAGE 5 (ix9) write-offs or write-downs of any assets of the Acquired Company; (x10) creation, termination or amendment of, or waiver of any right under, any material contract of the Acquired Company; (xi11) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Acquired Company; (xii12) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Acquired Company; or (xiii13) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. (a) Except as set forth on disclosed in Disclosure Schedule 2.01(gSection 3.09(a), since the Company Balance Sheet Date, Seller has operated the Company has conducted its business only Stations in the ordinary course of business consistent with past practicepractices. (b) Since the Balance Sheet Date through the date hereof, and except as set forth in Disclosure Schedule Section 3.09(b) or as contemplated by this Agreement, there is not and has not been anybeen: (i) material adverse change with respect to the Companyany Material Adverse Effect; (ii) event whichany damage, if it had taken place following the execution destruction or loss, whether or not covered by insurance, with respect to any of this Agreement, would not have been permitted by Section 3.01 without prior consent its property and assets having a replacement cost of Pubcomore than $100,000 per Market; (iii) condition, event any individual transaction over $50,000 or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or individual commitment over $75,000 made, or any individual contract or agreement over $75,000 entered into, into by the Company relating to its assets or business Seller (including the acquisition or disposition of any assets) ), or any relinquishment by the Company Seller of any contract or other rightright valued at over $100,000, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices of business, including renewals or amendments to existing contracts, and those contemplated by this Agreement; (iv) any material change in the programming policies of the Stations; (v) the creation or other incurrence by Seller of any Lien on any Purchased Asset other than Permitted Liens; (vi) any (x) establishment of any bonus, employment, severance, deferred compensation, retirement or other employee benefit plan (or any amendment to any such existing agreement), (y) grant of any severance or termination pay to any officer or employee of Seller, or (z) increase or change to the rate or nature of the compensation (including wages, salaries and bonuses) payable to any Person employed by Seller, except in each case, (A) as may be required by Law or existing contracts or applicable collective bargaining agreements and (B) in the ordinary course of business consistent with past practices; (vii) any labor dispute, other than routine, routine individual grievances, or, to the knowledge of the Company, or any activity or proceeding by a labor union or representative thereof to organize any employees of Seller, which employees were not subject to a collective bargaining agreement at the Company Balance Sheet Date, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employeesany employees of Seller; (viii) paymentany sale of Owned Real Property, prepayment Leases or discharge other transfer, conveyance or termination of liability other than in the ordinary course of business leasehold rights in, such Owned Real Property or any failure to pay any liability when dueReal Property Leases; (ix) write-offs any change in any method of accounting or write-downs accounting practice by Seller except for any such change required by reason of any assets of the Company;a concurrent change in GAAP; or (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoinganything set forth in this Section 3.09(b).

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)disclosed in the GCAN SEC Documents, since the Company Balance Sheet Datedate of the most recent financial statements included in the GCAN SEC Documents, the Company GCAN has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyGCAN; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company GCAN to consummate the transactions contemplated by this Agreement; (iviii) incurrence, assumption or guarantee by the Company GCAN of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (viv) creation or other incurrence by the Company GCAN of any lien on any asset other than in the ordinary course consistent with past practices; (viv) transaction or commitment made, or any contract or agreement entered into, by the Company GCAN relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company GCAN of any contract or other right, in either case, material to the CompanyGCAN, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyGCAN, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company GCAN or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiivii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets of the CompanyGCAN; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyGCAN; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyGCAN; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyGCAN; or (xiiixii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except Since December 31, 2012, other than the execution and performance of the International Rights Agreement, the assignment of certain of the Company’s rights thereunder to the Sellers and the distribution of the Initial Purchase Price (as set forth on Schedule 2.01(g), since such term is defined in the Company Balance Sheet DateInternational Rights Agreement) to the Sellers, the Company has conducted its business only in the ordinary course thereof consistent with past practicepractice and from such date through the Effective Date and, and with respect to the Company, there is not and has not been any: (i) material adverse change with respect to in the Companybusiness, assets, liabilities, results of operations or financial condition of the Company other than as set forth in the Company Financial Statements; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (ivA) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment payment or discharge of liability any liability, (B) sale or transfer of any property, or (C) acquisition or sale, lease, grant of interest in, or other disposition of, any assets or businesses, in each of clauses (A), (B) and (C), other than in the ordinary course of business or any failure to pay any liability when duebusiness, consistent with past practice; (ixiii) write-offs (A) guarantee or write-downs any other assumption of the obligations of any assets Person, or (B) making of the Companyany loan or advance to any Person; (xiv) creation, termination settlement or amendment of, or waiver compromise of any right under, any material contract Action if the amount of the Company; (xi) damage, destruction such settlement has not been paid in full prior to date hereof or loss having, which settlement or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could compromise would reasonably be expected to have a material continuing adverse effect or give rise to a material adverse change with respect to impact on the Company; orCompany after the Closing; (xiiiv) agreement Tax election or commitment to do change in a Tax election or the filing for any change in any material respect of any method of accounting with the Internal Revenue Service, except as required by any change in Law; (vi) change in any method of accounting applied in the preparation of the Company Financial Statements, other than a change which is required by reason of a concurrent change in Law; (vii) material change or modification in any of the foregoingContracts required to be listed in the Sellers’ Disclosure Schedule, nor has the Company entered into any Contract, except, in each case, in the ordinary and regular course of its business and in no event calling for annual payments by, or to, the Company in excess of Twenty-Five Thousand Dollars ($25,000), except as set forth on Schedule 5.6(vii); (viii) the making of any capital expenditures in excess of Twenty-Five Thousand Dollars ($25,000); (ix) declaration, distribution or the setting aside for distribution of any property, other than cash, or directly or indirectly, the redemption, purchase or acquisition of any shares of capital stock for property, other than cash, as the case may be; and (x) agreement, whether in writing or otherwise, to take any action described in this Section 5.6.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)3.7, since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (ia) material adverse change Material Adverse Effect with respect to the Company; (iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoParent; (iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (ivd) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices; (ve) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vif) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (g) material write-offs or write-downs of any Assets of the Company; (h) damage, destruction or loss having, or reasonably expected to have, a Material Adverse Effect on the Company; (i) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or give rise to a Material Adverse Effect with respect to the Company; (j) transaction or commitment made, or any contract Contract or agreement entered into, by the Company relating to its assets Assets or business (including the acquisition or disposition of any assetsAssets) or any relinquishment by the Company of or any contract Contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by in this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiiik) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoTEI; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco TEI in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since January 1, since the Company Balance Sheet Date2019, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not not, and there has not been been, any: (i) material adverse change with respect to the CompanyGenvor; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoAllure; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Genvor to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Genvor of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco Allure in writing; (v) creation or other incurrence by the Company Genvor of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Genvor relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Genvor of any contract or other right, in either case, material to the CompanyGenvor, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyGenvor, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Genvor or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyGenvor; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyGenvor; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyGenvor; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyGenvor; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)3.13 and except as specifically contemplated herein, since the Company date of the Audited Balance Sheet DateSheet, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been anybeen: 3.13.1. any amendment to Company's Articles of Incorporation (iother than the Articles Amendment) material adverse change or By-Laws, or merger with or into or consolidation with any person, or resolution or resolutions adopted by Sellers (as shareholders) or Company's board of directors authorizing a dissolution or liquidation of Company; 3.13.2. any dividends declared or paid or other distributions with respect to Company's stock of any kind to Sellers declared or made (other than normal and ordinary S Corporation dividends to Sellers to allow them to pay their income taxes as described on Schedule 3.13 and other than for the Company; (ii) event which, if it had taken place following distribution to Sellers of the execution of this Agreement, would not have been permitted Excluded Assets as contemplated by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made1.5), or any contract direct or agreement entered indirect redemption, purchase, retirement or other acquisition of any Shares or other capital stock or equivalents; 3.13.3. any entering into, by the Company relating to its assets amendment or business (including the acquisition or disposition of any assets) or any relinquishment by the Company termination of any contract or other right, in either case, material to the Company, (other than transactions the Buy and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; Sell Agreement (vii) labor disputeas hereinafter defined)), other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockoutswaiver of any material right under any contract, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business and consistent in amount and nature with past practice; 3.13.4. any adverse changes to any of Company's business policies, including, but not limited to advertising, marketing, pricing, purchasing, personnel, sales, budget or product acquisition policies; 3.13.5. any adverse change in the financial condition, properties, business or operations of Company or any event or circumstance, which may be, singly or in the aggregate, adverse to the financial condition, properties, business or operations of Company; 3.13.6. any Loss to or destruction of any asset of Company, whether or not covered by insurance, which is in excess of $25,000; 3.13.7. any actual or, to Company's or Sellers' knowledge, any threatened strike or other labor dispute or disturbance; 3.13.8. any Loss or, to Company's or Sellers' knowledge, any threatened loss of any Permit (as hereinafter defined) held by Company; 3.13.9. any Loss, indebtedness, liability or obligation (whether absolute, accrued, contingent or otherwise) incurred by Company, other than in the ordinary course of business and consistent in amount and nature with past practice, any transaction entered into by Company, other than in the ordinary course of business and consistent in amount and nature with past practice, or any guarantee by Company of any indebtedness, liability or obligation of any persons; 3.13.10. any sale, transfer or other disposition of any asset of Company, or any cancellation of any debt to or claim of Company, except for sales of inventory in the ordinary course of business and consistent in amount and nature with past practice and except for the distribution to the Sellers of the Excluded Assets as contemplated by Section 1.5; 3.13.11. other than increases in non-officer compensation in the ordinary course of business and consistent in amount and nature with past practice, any change in, or any commitment to change (oral or written), the compensation or other direct or indirect remuneration payable to any officer, employee or agent of Company or any bonus, incentive or deferred compensation, profit sharing, retirement, pension, severance, group insurance, death benefit or other fringe benefit plan, trust agreement or similar arrangement, or any employment or consulting agreement, granted, entered into, amended or altered; 3.13.12. any termination (whether by discharge, retirement or otherwise) of any officer, employee or agent of Company (provided, that the officer, employee or agent was paid in excess of $50,000 in 2000), or any notice to so terminate given to or received by any of the foregoing; 3.13.13. other than as required by Section 5.20, any capital expenditures, additions or improvements made or committed to be made by or on behalf of Company in excess of $25,000 in the aggregate with respect to all expenditures, additions or improvements of Company; 3.13.14. any write off as uncollectible of any notes or accounts receivable, or any portions thereof in excess of Company reserves for such uncollected notes or accounts receivable; 3.13.15. any engagement by Company in any other material transaction, other than in the ordinary course of business and consistent in amount and nature with past practice; 3.13.16. any failure to pay any liability when due; (ix) write-offs or write-downs maintain the books and records of any assets of Company in the Company; (x) creationusual, termination or amendment ofregular and ordinary manner, consistent with past practices, or waiver any change in any accounting principle or practice of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) 3.13.17. any agreement or commitment by Company to do any of the foregoing.

Absence of Certain Changes or Events. Except Since May 31, 2008, except as set forth on Schedule 2.01(gmay be contemplated by, or disclosed pursuant to, this Agreement, including Section 4.26 of the Company Disclosure Schedule: (a) there has not been any event or events (whether or not covered by insurance), since individually or in the aggregate, which have had a Material Adverse Effect on the Company Balance Sheet Dateor any of its Subsidiaries, including without limitation the imposition of any security interests on any of the assets of the Company or any of its Subsidiaries; (b) there have not been any amendments or other modifications to the certificate of incorporation or bylaws of either the Company or any of its Subsidiaries; (c) there has conducted not been any entry by the Company nor any of its business only Subsidiaries into any commitment or transaction material to the Company or such Subsidiaries, except in the ordinary course Ordinary Course of Business and consistent with past practice, and there is not and has not been any: including without limitation any (i) material adverse change with respect borrowings or the issuance of any guaranties, (ii) any capital expenditures in excess of $60,000, or (iii) any grant of any increase in the base compensation payable, or any loans, to the Companyany directors, officers or employees; (iid) event whichthere has not been, if it had taken place following other than pursuant to the execution Plans, any increase in or establishment of this Agreementany bonus, would not have been permitted by Section 3.01 without prior consent insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan, except in the Ordinary Course of Pubco;Business consistent with past practice. (iiie) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee there have not been any material changes by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices its accounting methods, principles or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vif) transaction neither Company nor any of its Subsidiaries has declared, set aside or commitment made, or paid any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract dividend or other rightdistribution (whether in cash, in either case, material stock or property) with respect to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreementany of its securities; (viig) labor disputeneither Company nor any of its Subsidiaries has split, other than routinecombined or reclassified any of its securities, individual grievancesor issued, or, to the knowledge of the Companyor authorized for issuance, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employeessecurities; (viiih) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, there has not been any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; orproperty and assets of Company or any of its Subsidiaries, whether or not covered by insurance; (xiiii) agreement there has not been any revaluation of Company’s or commitment any of its Subsidiaries’ assets, including writing down the value of inventory or writing off notes or accounts receivable, other than in the Ordinary Course of Business consistent with past practice; and (j) neither Company nor any of its Subsidiaries has agreed, whether in writing or otherwise, to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Purchaser Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Purchaser Documents, the Company Purchaser has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPurchaser; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Vendor; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Purchaser to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Purchaser of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Vendor in writing; (v) creation or other incurrence by the Company Purchaser of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Purchaser relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Purchaser of any contract or other right, in either case, material to the CompanyPurchaser, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPurchaser, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Purchaser or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPurchaser; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPurchaser; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPurchaser; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPurchaser; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except Since September 30, 2002, there has not been any actual or, to Seller's knowledge, threatened, material adverse change in the financial condition, except as set forth on Schedule 2.01(g)SCHEDULE 5.1.19; management; operations; Subject Assets or prospects or Subject Business of Seller, since including, without limitation, there have been no; (a) Change in accounting methods, principles or practices by Seller affecting the Company Balance Sheet DateSubject Assets, its Liabilities or the Company has conducted its business only Subject Business; (b) Revaluation by Seller of any of the Subject Assets, including, without limitation, writing down the value of Inventory or writing off notes or accounts receivable, except in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to of the CompanyBusiness; (iic) event whichDamage, if it had taken place following destruction or loss (whether or not covered by insurance) adversely affecting the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoSubject Assets or the Subject Business; (iiid) conditionIncrease in the rate of compensation payable or to become payable to any director, event officer or occurrence which could reasonably be expected to preventother employee of Seller or any Representative of Seller, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than except in the ordinary course and of the Business, including, without limitation, the making of any loan to, or the payment, grant or accrual of any bonus, incentive compensation, service award, severance, retention or other similar benefit to, any such Person, or the addition to, modification of, or contribution to any Employee Plan, arrangement, or practice described in amounts and on terms consistent the Schedules other than contributions made for the most recent year in accordance with past the normal practices or as disclosed to Pubco in writingof Seller; (ve) creation Adverse change in employee relations which has or is reasonably likely to have an material adverse effect on the productivity, the financial condition, results of operations or the Subject Business or the relationships between the employees of Seller and the management of Seller; (f) Amendment, cancellation or termination (prior to the completion of performance) of any Contract, commitment, agreement, Lease, transaction or Permit relating to the Subject Assets or the Subject Business; (g) Mortgage, pledge or other incurrence by the Company encumbrance of any lien on any asset other than of the Subject Assets, except purchase money mortgages arising in the ordinary course consistent with past practicesof business; (vih) transaction Sale or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge transfer of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability Subject Assets other than in the ordinary course of business or any failure to pay any liability when duebusiness; (ixi) write-offs Failure to pay or write-downs satisfy when due any Liability of any assets of Seller, except where the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, failure would not have a material adverse effect on the Company; (xii) other condition, event Subject Assets or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanySubject Business; or (xiiij) agreement or commitment Agreement by Seller to do any of the foregoingthings described in the preceding clauses (a) through (j) other than as expressly provided for herein.

Absence of Certain Changes or Events. Except as disclosed in the Pubco OTC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco OTC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)disclosed in the SEC Reports or contemplated in this Agreement, since September 30, 2017 (the Company "AA Balance Sheet Date, the Company ") AA has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyAA; (ii) event event, which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence occurrence, which could reasonably be expected to prevent, hinder or materially delay the ability of the Company AA to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company AA of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company AA of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company AA relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company AA of any contract or other right, in either case, material to the CompanyAA, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyAA, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company AA or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyAA; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyAA; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyAA; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyAA; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on in Schedule 2.01(g)3.8, since the Company Balance Sheet DateSeptember 30, the 2022, Company has conducted its business only the Business in the ordinary course and there has not occurred any of the following: (i) any Material Adverse Effect; (ii) any amendments or changes in the Articles of Organization or Operating Agreement of Company; (iii) any damage to, destruction or loss of any material asset of Company (whether or not covered by insurance); (iv) any material change by Company in its accounting methods, principles or practices; (v) any material revaluation by Company of any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (vi) any sale of a material amount of property of Company, except in the ordinary course of business; (vii) any declaration, setting aside or payment of any dividend or distribution in respect of membership interest in Company or any redemption, purchase or other acquisition of any of Company’s securities (except as contemplated by this Agreement); (viii) any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, or other employee benefit plan, or any other increase in the compensation payable or to become payable to any executive officers of Company, in each case except in the ordinary course of business consistent with past practice or except as required by applicable law; (ix) any ​ ​ creation or assumption by Company of any Encumbrance on any material asset of Company, other than in the ordinary course of business, consistent with past practice; (x) any making of any loan, advance or capital contribution to or investment in any Person by Company, other than advances to employees to cover travel and there is not and has not been any: other ordinary business-related expenses in the ordinary course of business consistent with past practice; (ixi) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted any incurrence or assumption by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation any guarantee, endorsement or other incurrence or assumption of a material liability (whether directly, contingently or otherwise) by Company for the Company obligations of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other rightPerson, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability each case other than in the ordinary course of business consistent with past practice; or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other conditionany material modification, event amendment, assignment or occurrence which individually termination of or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do relinquishment by Company of any of the foregoingrights under any Material Contract.

Absence of Certain Changes or Events. (a) Except as set forth on disclosed in Disclosure Schedule 2.01(gSection 3.11(a), since the Company Balance Sheet Date, the Company Business has been conducted its business only in the ordinary course consistent with past practice. (b) Since the Balance Sheet Date through the date hereof and except as set forth in Disclosure Schedule Section 3.11(b) or as contemplated by this Agreement, and there is not and has not been anybeen: (i) material adverse change with respect any event, occurrence, development or state of circumstances or facts that, individually or in the aggregate, has had or could reasonably be expected to the Companyhave a Material Adverse Effect; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) any incurrence, assumption or guarantee by the Company either Seller of any indebtedness for borrowed money with respect to the Business other than in the ordinary course and in amounts and on terms of business consistent with past practices practices, in each case that may bind or obligate Buyer or any of its Affiliates in any way upon or as disclosed a result of the consummation of the transactions contemplated hereby; (iii) any making of any loan, advance or capital contributions to Pubco or investment in writingany Person other than loans, advances, capital contributions or investments made in the ordinary course of business consistent with past practices, in each case that may bind or 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 of the Station having a replacement cost of more than $25,000 for any single loss or $100,000 for all such losses; (v) creation instituted or other incurrence settled any material legal proceeding by either Seller relating to the Company of any lien on any asset other than in the ordinary course consistent with past practicesBusiness; (vi) any transaction or commitment made, or any contract or agreement entered into, by the Company either Seller relating to its assets the Business or business Purchased Assets (including the acquisition or disposition of any assets) or any relinquishment by the Company either Seller of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course of 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 any Seller or employee of the Business, or (C) 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, routine individual grievances, or, to the knowledge of the Company, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Station, which employees were not subject to a collective bargaining agreement at the Balance Sheet Date, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets employees of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyStation; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Companyany sale of Real Property; (xii) other condition, event any change in any method of accounting or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change accounting practice by either Seller with respect to the CompanyBusiness 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 foregoinganything set forth in this Section 3.11.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Health Max Balance Sheet Date, the Company Health Max has conducted its business only in the ordinary course consistent with past practicecourse, and there is not and has not been any: (i) material adverse change with respect to the CompanyHealth Max; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoWRAP; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Health Max to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Health Max of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco WRAP in writing; (v) creation or other incurrence by the Company Health Max of any lien security interest on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Health Max relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Health Max of any contract or other right, in either case, material to the CompanyHealth Max, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Health Max or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet License Agreement Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iviii) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or and as disclosed to Pubco GCAN in writing; (viv) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (viv) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiivii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets of the Company; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiiixii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g)in this Agreement, since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyPubco; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyPubco; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as disclosed in the Convenientcast SEC Documents or as set forth on Schedule 2.01(g2.02(g), since June 30, 2011 (the Company “Convenientcast Balance Sheet Date, the Company ”) Convenientcast has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyConvenientcast; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Convenientcast to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Convenientcast of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company Convenientcast of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company Convenientcast relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Convenientcast of any contract or other right, in either case, material to the CompanyConvenientcast, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyConvenientcast, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Convenientcast or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyConvenientcast; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyConvenientcast; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyConvenientcast; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyConvenientcast; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except Since December 31, 2004, except as set forth on Schedule 2.01(g)4.8, since the Company Balance Sheet Date, the Company Seller has conducted its business only the Business in the ordinary course consistent with past practice, practice and there is not and has not been any: (ia) material adverse change with respect to the Company; (ii) event whichMaterial Adverse Effect, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, orand, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Seller or any lockoutsShareholder no event, strikesfact or circumstance has occurred, slowdownsthat, work stoppages individually or threats by or with respect in the aggregate, is reasonably likely to such employeesresult in a Material Adverse Effect; (viiib) paymentin a single transaction or a series of related transactions, prepayment sale (including by sale-leaseback), lease, license, transfer or discharge disposition of liability assets or Properties by Seller, other than sales of Inventory in the ordinary course of business or any failure to pay any liability when dueand consistent with past practice; (ixc) acquisition of or agreement to acquire by merging with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, limited liability company, association or other business entity, in a transaction or series of related transactions by Seller; (d) change in accounting methods, principles or practices by Seller affecting any of its respective assets, Liabilities, results of operations or business; (e) revaluation by Seller of any of its Properties, including without limitation, any write-offs offs, increases or decreases in any reserves or any write-up or write-downs of any assets down of the Companyvalue of inventory, property, plant, equipment or any other Property or any change in any assumptions underlying, or facts relating to, or methods of calculating, any bad debt, contingency or other reserves; (xf) creationIndebtedness incurred, termination assumed or amendment ofguaranteed by Seller or any commitment to incur Indebtedness entered into by Seller, or waiver any loans made or agreed to be made by Seller, other than borrowings under the credit facility with Mellon as in effect on the date hereof or trade payables incurred in the Ordinary Course of any right under, any material contract of the CompanyBusiness consistent with past practice; (xig) increase in the compensation or benefits of officers or employees (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation or benefits payable or to become payable to any officer or employee, by Seller other than increases for non-officer employees in the ordinary course in an aggregate amount not to exceed 5% of the compensation expense for such non-officer employees for the 2004 fiscal year; (h) granting of any bonus, incentive compensation, severance, termination, change of control, service, award or other like benefit to any officer or employee by Seller; (i) incurrence or imposition of a Lien on any of the assets or Properties of Seller other than as set forth on Schedule 2.1; (j) damage, destruction or loss having(whether or not covered by insurance) adversely affecting the financial condition, assets, Liabilities, Properties, business, results of operation or reasonably expected to have, a material adverse effect on prospects of Seller in amounts individually in excess of $25,000 or in excess of $100,000 in the Companyaggregate; (xiik) other condition, event delay or occurrence which individually failure to pay or perform any current Liability (including accounts payable) of Seller in the aggregate could reasonably be expected Ordinary Course of Business except for bona fide disputes that have been properly reserved for on the Financial Statements; (l) payment of any Liability that would constitute an Excluded Liability other than in the Ordinary Course of Business; (m) acceleration, prepayment or performance of any Account Receivable or any Indebtedness or other obligation owed to have a material adverse effect Seller before it is due or give rise otherwise owed; (n) termination, amendment, modification or waiver of, or any breach, violation or default by any party under, any Contract; (o) forgiveness, waiver or agreement to a material adverse change extend repayment of any Indebtedness or other obligation owed by or to Seller; (p) disposition or lapse of any rights to use any Intellectual Property right of Seller; (q) contract, agreement or transaction with any Affiliate of Seller, any officer, director, stockholder or employee of Seller or the Family Member of any such person; (r) declaration, setting aside or payment of any dividend or other distribution or payment (whether in cash, property or equity interests) with respect to the Companycapital stock of Seller or any, or any redemption, purchase or acquisition of any of the securities of Seller; (s) material change in the federal, state or local Tax Liability of Seller; (t) capital expenditures or commitments in an amount in excess of $25,000 in the aggregate for additions to any Property of Seller constituting capital assets; or (xiiiu) contract or agreement entered into to take or commitment agree to do take any of the foregoingactions described in subsections (a) through (t) above.

Absence of Certain Changes or Events. Except as disclosed in the Echo SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Echo SEC Documents, the Company Echo has conducted its business only in the ordinary course consistent with past practiceOrdinary Course of Business in light of its current business circumstances, and there is not and has not been any: (i) material adverse change Material Adverse Change with respect to the CompanyEcho; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoATAH; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company Echo of any indebtedness for borrowed money other than in the ordinary course Ordinary Course of Business and in amounts and on terms consistent with past practices or as disclosed to Pubco ATAH in writing; (viv) creation or other incurrence by the Company Echo of any lien on any asset other than in the ordinary course consistent with past practicesOrdinary Course of Business; (viv) transaction or commitment made, or any contract or agreement entered into, by the Company Echo relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Echo of any contract or other right, in either case, material to the CompanyEcho, other than transactions and commitments in the ordinary course consistent with past practices Ordinary Course of Business and those contemplated by this Agreement; (viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyEcho, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Echo or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viiivii) payment, prepayment or discharge of liability other than in the ordinary course Ordinary Course of business Business or any failure to pay any liability when due; (ixviii) write-offs or write-downs of any assets material assets, or any material amount of the Companyassets, of Echo; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xiiix) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Change with respect to the CompanyEcho; or (xiiix) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since August 1, since the Company Balance Sheet Date, the Company 2022 TGI has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any: (i) material adverse change with respect to the CompanyTGI; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company; (iii) condition, event or occurrence which could reasonably reasonaBIABy be expected to prevent, hinder or materially delay the ability of the Company TGI to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company TGI of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing; (v) creation or other incurrence by the Company TGI of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company TGI relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company TGI of any contract or other right, in either case, material to the CompanyTGI, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyTGI, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company TGI or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the CompanyTGI; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyTGI; (xi) damage, destruction or loss having, or reasonably reasonaBIABy expected to have, a material adverse effect on the CompanyTGI; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably reasonaBIABy be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyTGI; or (xiii) agreement or commitment to do any of the foregoing.