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

Absence of Certain Changes or Events. Except as disclosed in the SEC Documents or as set forth on Schedule 4.8, since September 27, 1997, the Company and its subsidiaries have conducted their business only in the ordinary course consistent with past practice, and, except in the ordinary course of business consistent with past practice, there has not been: (i) any event, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi).

Absence of Certain Changes or Events. Except as disclosed in the SEC Documents or as set forth on Schedule 4.8Part 2.6 of the Company Disclosure Letter, since September 27, 1997, the date of the Company and its subsidiaries have conducted their business only in the ordinary course consistent with past practice, and, except in the ordinary course of business consistent with past practice, Balance Sheet there has not been: : (i) any event, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, Effect with respect to Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) with in respect to of, any of the Company's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Company of any of Company's capital stock or any repurchase, redemption or other acquisition by the securities of Company or any of its subsidiaries of or any outstanding options, warrants, calls or rights to acquire any such shares of capital stock or other securities except for repurchases that are not, individually or in the aggregate, material in amount from employees following their termination pursuant to the terms of the Company their pre-existing stock option or any of its subsidiaries, purchase agreements, (iii) any adjustment, split, combination or reclassification of any of its capital stock Company's or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its subsidiaries' capital stock, , (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants fringe benefits to employees who are not any of their officers or directors in the ordinary course of business consistent with past practiceemployees, (B) or any granting payment by the Company or any of its subsidiaries of any bonus to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not their officers or directors in the ordinary course of business consistent with past practiceemployees, or (C) any entry granting by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money increase in severance or termination pay, other material obligationsthan in the ordinary course, consistent with past practice, or any creation or assumption entry by the Company or any of its subsidiaries into, or material modification or amendment of, any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Company of the nature contemplated hereby, (v) any material change by Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, (vi) any material revaluation by Company of any encumbrance of its material assets, including writing off notes or lien on any asset accounts receivable other than in the ordinary course of business consistent with past practice business, or (including borrowings under pre-existing credit facilities, not resulting vii) any material change in total consolidated funded indebtedness as the pricing of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by fees Company charges for the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures Services (as defined in excess of $20,000,000 in the aggregate, (xSection 2.9(k) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xibelow).

Absence of Certain Changes or Events. Except as disclosed in From June 1, 2012 through the SEC Documents or as set forth on Schedule 4.8, since September 27, 1997, date of this Agreement: (a) The Company and the Company and its subsidiaries Subsidiaries have conducted their business only respective businesses in the ordinary course consistent with past practice, and, except all material respects in the ordinary course of business consistent with past practice, there business. (b) There has not been: (i) occurred, arisen or come into existence any fact, change, event, occurrence development or development of a state of circumstances circumstance, or any worsening thereof, which has had or would reasonably be expected to have a Company Material Adverse Effect,. (iic) There has not been any declaration, accrual, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries,the Company Subsidiaries (except for dividends or other distributions by any direct or indirect wholly-owned Company Subsidiary to the Company or to any wholly-owned Company Subsidiary). (iiid) There has not been any adjustment, split, combination material change in any method of financial accounting or reclassification of any of its capital stock financial accounting practice or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, internal controls (ivincluding internal controls over financial reporting) (A) any granting by the Company or any Company Subsidiary. (e) Except to the extent required by applicable Laws, there has not been (A) any (x) increase in the compensation payable or to become payable to the directors, officers or employees of its subsidiaries the Company or the Company Subsidiaries or (y) payment to any current director or former officer of the Company or the Company Subsidiaries of any material bonus, making to any director or officer of the Company or the Company Subsidiaries of any material profit-sharing or similar payment, or grant to any director or officer of the Company or the Company Subsidiaries of any rights to receive severance, termination, retention or Tax gross-up compensation or benefits (in each case, except for increases, payments or grants in the ordinary course of business and consistent with past practice) or (B) any establishment, adoption, entry into or amendment of any collective bargaining, bonus, profit sharing, thrift, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)Subsidiary.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and except as set forth in Section 3.1(g) of the Company Disclosure Schedule, or as disclosed in the Company SEC Documents or filed and publicly available prior to the date hereof (as set forth on Schedule 4.8amended to the date hereof, "Company Filed SEC Documents"), since September 27December 31, 19972001, the Company and its subsidiaries have conducted their business respective businesses only in the ordinary course consistent with past practicecourse, and, except in the ordinary course of business consistent with past practice, and there has not been: (i) any eventmaterial adverse change in the Company, occurrence including, but not limited to, any material adverse change arising from or development of a state of circumstances which has had relating to fraudulent or would reasonably be expected to have a Material Adverse Effectunauthorized activity, (ii) any issuance of Company Stock Options or restricted shares of Company Common Stock (in any event identifying in Section 3.1(g) of the Company Disclosure Schedule the issue date, exercise price and vesting schedule, as applicable, for issuances since December 31, 2001), (iii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchasestock, redemption or other acquisition by than regular quarterly cash dividends not to exceed $0.10 on the Company or any Common Stock in accordance with its terms and regular cash dividends on the REIT Preferred Stock of Preferred Capital Corp. in accordance with its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiariesterms, (iiiiv) any adjustment, split, combination or reclassification of any of its the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its the Company's capital stock, except for issuances of Company Common Stock (and LTWs, if any) upon the exercise of Company Stock Options awarded prior to the date hereof in accordance with their present terms, (ivv) prior to the date hereof (A) any granting by the Company or any of its subsidiaries to any current or former director, executive officer or employee of the Company or any of its subsidiaries other Employee of any material increase in compensation compensation, bonus or other benefits, except for grants increases to employees then current Employees who are not directors or executive officers or directors that were made in the ordinary course of business consistent with past practicebusiness, (B) any granting by the Company or any of its subsidiaries to any such current or former director, executive officer or employee Employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practicepay, or (C) any entry by the Company or any of its subsidiaries into into, or any amendment of, any employment, deferred compensation, severance consulting, severance, termination or termination indemnification agreement or arrangement with or for the benefit of any such current or former director, executive officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practiceany Employee, (vvi) except insofar as may have been required by a change in GAAP or regulatory accounting principles, any change in accounting methods, principles or practices by the Company affecting its assets, liabilities or business, including, without limitation, any reserving, renewal or residual method, or estimate of its subsidiaries, (vi) any amendment, waiver practice or modification of any material term of any outstanding security of the Company or any of its subsidiariespolicy, (vii) any incurrenceTax election or change in any Tax election, assumption amendment to any Tax Return (as defined in Section 3.1(j)), closing agreement with respect to Taxes, or guarantee settlement or compromise of any income Tax liability by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligationssubsidiaries, or any creation or assumption by except as would not be required to be disclosed in the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million)SEC Documents, (viii) any making of any loanmaterial change in investment policies, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice,or (ix) any single agreement or related series of transactions commitment (contingent or commitments made, or any single or related series of contracts or agreements entered into, by the Company or otherwise) to do any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)foregoing.

Absence of Certain Changes or Events. Except (i) as disclosed in the SEC Documents or filed and publicly available not later than two days prior to the date hereof (the "Filed SEC Documents"), (ii) as set forth on Schedule 4.8in Section 2.6 of the Company Disclosure Schedule, or (iii) for the Transactions, since September 27, 1997the Balance Sheet Date, the Company and its subsidiaries have conducted carried on and operated their business only respective businesses in the ordinary course consistent with past practice, and, except all material respects in the ordinary course of business consistent with past practice, and there has not been: occurred any: (ia) any event, occurrence event or development of a state of circumstances which change that has had or would reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, , (iib) sale or other disposition of or pledge or other encumbrance upon a material amount of property or other assets or any Real Property Lease as defined in Section 2.14 herein of the Company or any of its subsidiaries, except sales of inventory in the ordinary course of business consistent with past practice, (c) declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any class of capital stock of the Company's capital stock Company or any of its subsidiaries (other than dividends by a direct or indirect wholly owned subsidiary of the Company to its parent), or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock of the Company, (d) split, combination or other securities reclassification of any capital stock of the Company, (e) change in financial or tax accounting methods, principles or practices by the Company or its subsidiaries, except insofar as may have been required by a change in GAAP or applicable Law, (f) material Tax election inconsistent with past practices or the settlement or compromise of any material Tax liability, (g) damage, destruction or loss of any material asset of the Company or any of its subsidiaries, (iii) subsidiaries which materially affects the use or value thereof or a material part of any adjustment, split, combination improvement Leased by the Company or reclassification of any of its capital stock subsidiaries pursuant to the Real Property Lease and which damage, destruction or loss is not covered by insurance, subject to reasonable deductible limits (it being agreed that the existence, level and coverage of insurance, if any, shall be taken into account but shall not be determinative for purposes of determining whether any damage, destruction or loss is material or would result in a Company Material Adverse Effect), (h) grant by the Company or any issuance or the authorization of its subsidiaries to any officer of any issuance increase in compensation, except as was required under any employment agreements set forth on Section 2.6(h) of any other securities in respect ofthe Company Disclosure Schedule, in lieu copies of which have been made available to Purchaser, or in substitution for shares of its capital stock, (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefitscompensation, except for grants to employees who are not officers or directors normal increases in the ordinary course of business consistent with past practice, (Bi) any granting grant by the Company or any of its subsidiaries to any such director, officer or employee of any increase in (or acceleration of vesting or payment of) severance or termination pay (including pay, except as was required under any employment, severance or termination agreements set forth on Section 2.6(i) of the acceleration Company Disclosure Schedule, copies of which have been made available to Purchaser, or any grant by the Company or any of its subsidiaries to any employee other than an officer of any increase in the vesting of Shares (or other propertyacceleration of vesting or payment of) severance or the provision of any tax gross-up)termination pay, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (Cj) any entry by the Company or any of its subsidiaries into any (or amendment of any existing) employment, deferred compensation, severance or termination agreement with any officer, (k) establishment, adoption, amendment or arrangement with modification of, or for the benefit increase of benefits under, any plan that would constitute a Company Plan (as hereinafter defined) or (l) acceleration of vesting of any such current or former director, officer or employeeOption, except with employees who are not officers or directors acceleration previously provided for in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)Stock Plan.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or as set forth on Schedule 4.8in Item 4.07 of the Company Letter, since September 27February 1, 1997, the Company and its subsidiaries have conducted their business respective businesses only in the ordinary course consistent with past practicecourse, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any eventmaterial adverse change with respect to the Company, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any its capital stock (other than regular quarterly cash dividends not in excess of $.07 per Share and $.05 per Class B Share with usual record and payment dates and in accordance with the Company's capital stock present dividend policy) or any repurchaseredemption, redemption purchase or other acquisition by the Company or of any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, stock, (iii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, , (iv) (Ax) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefitscompensation, except for grants to employees who are not officers or directors in the ordinary course of business (including in connection with promotions) consistent with past practicepractice or as was required under employment agreements in effect as of September 26, 1997, (By) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up)pay, except for grants as part of a standard employment package to employees who are not officers any person promoted or directors hired, or as was required under employment, severance or termination agreements in effect as of September 26, 1997, or (z) except employment agreements in the ordinary course of business consistent with past practicepractice with employees other than any executive officer of the Company, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensationconsulting, severance severance, termination or termination indemnification agreement or arrangement with or for the benefit of any such current employee or former directorexecutive officer, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any revaluation by the Company of any of its material assets or (vii) any material change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)Company.

Absence of Certain Changes or Events. Except as disclosed in the SEC Documents or as set forth on Schedule 4.8in Section 4.8 of the CPT Disclosure Schedule, since September 2730, 19972018, the Company CPT and its subsidiaries Subsidiaries have conducted their business only in the ordinary course consistent with past practice, and, except businesses in the ordinary course of business consistent with past practice, practice and there has not been: (ia) any circumstance or event, occurrence or development of a state series of circumstances which or events, which, individually or in the aggregate, has had or would reasonably be expected to have a CPT Material Adverse Effect,; (iib) any material change in any method of accounting or accounting practice by CPT or any Subsidiary, except for any such change required by reason of a concurrent change in GAAP or by applicable Law; (c) any material revaluation by CPT or any Subsidiary of a material asset (including, without limitation, any material writing down of the value of inventory or material writing-off of notes or accounts receivable); (d) any transaction or commitment made, or any Contract or agreement entered into, by CPT or any Subsidiary, relating to its assets or business (including, without limitation, the acquisition, disposition, leasing or licensing of any tangible or intangible assets) or any relinquishment by CPT or any Subsidiary of any Contract or other right, in either case, material to CPT and Subsidiary taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by this Agreement; (e) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with or other distribution in respect to any of the Company's CPT’s capital stock or any repurchaseredemption, redemption purchase or other acquisition by the Company or of any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries,CPT’s securities; (iiif) any adjustment, split, combination or reclassification of any of its CPT’s capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock,; (iv) (Ag) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification amendment of any material term of any outstanding security of the Company CPT or any of its subsidiaries,Subsidiary; (viih) any material incurrence, assumption or guarantee by the Company CPT or any of its subsidiaries Subsidiary of any material indebtedness Indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business and in amounts and on terms consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million),practices; (viiii) any making creation or assumption by CPT or any Subsidiary of any loan, advance material Lien on any material asset(s) (alone or capital contributions to or investment in any person the aggregate) other than in the ordinary course of business consistent with past practice,; (ixj) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition making of any assets material loan, advance or capital contributions to or investment in any merger entity or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory loans, advances or capital contributions to or investments in the ordinary course of business in accordance with past practice any Subsidiary and except for cash advances to employees for reimbursable travel and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of reasonable business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other rightexpenses, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments each case made in the ordinary course of business consistent with past practice and those contemplated by the Agreement, orpractice; (xiik) any agreementdamage, commitmentdestruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of CPT or any Subsidiary which, arrangement individually or undertaking in the aggregate, has had or would reasonably be expected to have a CPT Material Adverse Effect; (l) any material grant of equity or other compensation, or increase in the benefits under, or the establishment, material amendment or termination of, any CPT Benefit Plan covering current or former employees, officers, consultants, or directors of CPT or any Subsidiary, or any material increase in the compensation payable or to become payable to or any other material change in the employment terms for any current or former directors or officers of CPT or any of its Subsidiaries or any other employee earning noncontingent cash compensation in excess of $100,000 per year; (m) any entry by CPT or any Subsidiary into any employment, consulting, severance, change in control, retention, termination or indemnification agreement with any current or former director, consultant or officer of CPT or any Subsidiary, entry into any such agreement with any person for a noncontingent cash amount in excess of $250,000 per year or outside the Company ordinary course of business, or entry into any employment agreement other than on an at-will basis; (n) any labor dispute, other than routine individual grievances, or any activity or Proceeding by a labor union or representative thereof to organize any employees of CPT or any of its subsidiaries for the purposes of forming a labor union or labor organization, or for selecting a labor union or labor organization as a collective bargaining representative; (o) any authorization or commitment with respect to, any single capital expenditure that was in excess of $1,000,000 individually or $5,000,000 in the aggregate; or (p) any authorization of, or agreement by CPT or any Subsidiary to perform take, any action of the actions described in clauses (i) through (xi)this Section 4.8, except as expressly contemplated by this Agreement.

Absence of Certain Changes or Events. Except as disclosed in the SEC Documents or as set forth on in Section 5.8 of the Company Disclosure Schedule 4.8or the Company SEC Reports, since September 27March 31, 19972006, the Company and its subsidiaries Subsidiaries have conducted carried on their business only respective businesses in the ordinary course consistent with past practice, and, except all material respects in the ordinary course of business consistent with past practice, and there has not been: (i) any change, effect, event, occurrence occurrence, state of facts or development of a state of circumstances which that individually or in the aggregate, has had or would could reasonably be expected to have a Company Material Adverse Effect,; (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any shares of capital stock of the Company's capital stock , or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries Subsidiaries (other than any wholly-owned Subsidiary) of any outstanding shares of capital stock or other equity or debt securities of of, or other ownership interests in, the Company or any of its subsidiaries,Company; (iii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock,; (iv) (A) any granting by the Company or amendment of any of its subsidiaries to any current or former director, officer or employee provision of the Company or any Articles of its subsidiaries of any material increase in compensation or benefitsIncorporation, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (Bylaws or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practicegoverning documents of, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of issued by, the Company or any of its subsidiaries,Subsidiaries (other than any wholly-owned Subsidiary); (viiv) any incurrence, assumption or guarantee by the Company or any of its subsidiaries Subsidiaries of any material indebtedness for borrowed money money; (vi) any change in any method of accounting or accounting practice by the Company or any of its Subsidiaries, except for any such change required by reason of a change in GAAP and concurred with by the Company’s independent public accountants; (vii) issuance of any equity or debt securities of the Company other than pursuant to the Company Stock Plans or Company Options in the ordinary course of business and consistent with past practice; (viii) acquisition or disposition of assets material obligationsto the Company and its Subsidiaries, except for sales of inventory in the ordinary course of business consistent with past practice, or any acquisition or disposition of capital stock of any third party (other than acquisitions or dispositions of non-controlling equity interests of third parties in the ordinary course of business) or any merger or consolidation with any third party, by the Company or any of its Subsidiaries; (ix) any creation or assumption by the Company or any of its subsidiaries Subsidiaries of any encumbrance or lien Lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate,; (x) any acquisition individual capital expenditure (or disposition series of any assets related capital expenditures) either involving more than $500,000 or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in outside the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice),business; (xi) any relinquishment material damage, destruction or loss (whether or not covered by the Company or any of its subsidiaries of any contract insurance) from fire or other right, in either case, material casualty to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, ortangible property; (xii) any agreementmaterial increase in the base salary of any officer or employee of the Company; (xiii) any adoption, commitmentamendment, arrangement modification, or undertaking termination of any bonus, profit-sharing, incentive, severance or other similar plan for the benefit of any of its directors, officers or employees; (xiv) entry by the Company into any joint venture, partnership or similar agreement with any person other than any of its subsidiaries Subsidiaries; or (xv) any authorization of, or commitment or agreement to perform take any action described in clauses (i) through (xi)of, the foregoing actions except as otherwise permitted by this Agreement.

Absence of Certain Changes or Events. Except as disclosed otherwise provided in the SEC Documents or as set forth on Schedule 4.8Disclosure Schedule, since September 27October 31, 19972015, the Company and its subsidiaries have has conducted their business the Business only in the ordinary course consistent with past practicepractices. Without limiting the generality of the foregoing, andsince October 31, 2015, except as disclosed pursuant to the Disclosure Schedule: (i) there has been no increase in the compensation or benefits paid or payable by the Company, other than in the ordinary course of business and consistent with past practices, to any of its officers, directors, employees, agents, consultants or shareholders, including any grant of severance or termination pay to any director, officer or employee of the Company, or any deferred compensation or similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company; (ii) there has been no declaration, setting aside, or payment of dividends or distributions in respect of the capital stock of the Company, any split up or other recapitalization in respect of the capital stock of the Company or any direct or indirect redemption, purchase by the Company, or other acquisition by the Company of any such capital stock, except dividends declared and paid, or distributions made, prior to the Closing Date to Seller in the ordinary course of business consistent with the past practice, there has not been: (i) any event, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any practices of the Company's capital stock ; (iii) the Company has not waived or compromised any right of material value or any repurchasepayment, redemption direct or indirect, of any material debt, liability, or other acquisition obligation; (iv) there has been no Material Adverse Effect on the Company; (v) there has been no issuance, transfer, sale, or pledge by the Company or of any shares of its subsidiaries of any outstanding shares of capital stock or other securities of or any commitment, option, right, or privilege under which the Company is or may become obligated to issue any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any shares of its capital stock or other securities; there has been no indebtedness for borrowed money incurred by the Company except such as may have been incurred or entered into in the ordinary course of business; no loan has been made or agreed to be made by the Company, nor has the Company become liable or agreed to become liable as a guarantor with respect to any issuance loan or other indebtedness of the authorization Company or Seller, or any third party; (vi) the Company has not waived or compromised any right of material value or any payment, direct or indirect, of any issuance material debt, liability, or other obligation; (vii) there has been no sale, assignment, or transfer of, or royalty arrangement with respect to the Company’s trade names, trademarks, service marks, domain names, web addresses, copyrights (or any interest therein), patent, or logos of material value, or any patent, trademark, service mxxx, domain name or web address or copyright applications (or any interest therein) used (or that were, or are intended to be used) in the operations of the Business; (viii) there has been no sale, lease or disposition of, any material property or asset, tangible or intangible, of the Company; (ix) there has been no actual or, to the Company’s Knowledge, threatened termination or loss of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (A) any granting material contract, lease, license, permit or other agreement to which the Company was or is a party other than terminations of contracts upon completion of work; (ii) certificate, license, or other authorization required for the continued operation by the Company of any material portion of the Business; or (B) customer or other revenue source, which termination or loss could reasonably be expected to result in loss or revenues to the Company in excess of Twenty-five Thousand Dollars ($25,000.00) per year, and there is no event known to the Company (including, without limitation, the transactions contemplated hereby) that could reasonably be expected to result in any such termination or loss; (x) there has been no resignation or termination of its subsidiaries to employment of any current or former director, key officer or employee of the Company or, to any Company’s Knowledge, any impending resignation or any termination of its subsidiaries employment of any material increase in compensation such officer or benefits, except for grants to employees who are not officers employee; (xi) there has been no agreement or directors in the ordinary course of business consistent with past practice, (B) any granting commitment by the Company or Seller to do any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action things described in clauses (i) through (xithis Section 4(i).

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents Reports filed prior to the date hereof or as set forth on Schedule 4.8in Section 4.6 of the Company Disclosure Schedule, since September 27December 31, 19971999, the Company and its subsidiaries each of the Company Subsidiaries have conducted their business respective businesses only in the ordinary course consistent with past practice, and, except in the ordinary course of business consistent with past practice, practice (other than with respect to the cessation of operations of non- material Company Subsidiaries) and there has not been: been (ia) any event, occurrence or development of a state of circumstances which change that has had or would that could reasonably be expected to have a Company Material Adverse Effect, , (iib) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's outstanding capital stock or any repurchase(other than regular quarterly cash dividends in accordance with the Company's present dividend policy), redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iiic) any adjustment, split, combination or reclassification of any of its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock, (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (Cd) any entry by the Company or any of its subsidiaries the Company Subsidiaries into any employment, deferred compensationseverance, change-of-control, termination or similar agreement with any officer, director or other employee, or any increase in the severance or termination agreement or arrangement with or for the benefit of benefits payable to any such current or former director, officer or employeeother employee of the Company or any of the Company Subsidiaries, except with employees who are not officers other than any such agreement or directors increase made in the ordinary course of business consistent in process and amounts with past practice, practice and any such agreement or increase offered pursuant to a collective bargaining agreement or arrangement described in Section 6.1(m), (ve) any change increase in accounting methods, principles the compensation or practices by the Company or any of its subsidiaries, benefits not described in subsection (vid) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset above other than increases made in the ordinary course of business consistent in process and amounts with past practice and increases made pursuant to a collective bargaining agreement or arrangement described in Section 6.1(m), or (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viiif) any making of any loan, advance or capital contributions to or investment in any person other than change in the ordinary course method of business consistent with past practice, (ix) any single accounting or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, policy used by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 the Company Subsidiaries and disclosed in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of financial statements included in the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)SEC Reports.

Absence of Certain Changes or Events. Except as disclosed in the ------------------------------------ Company SEC Documents or filed and publicly available prior to the date of this Agreement (the "Filed Company SEC Documents") and except as set forth on Schedule 4.83.5 hereto or as it relates to the Viacom Transaction or as otherwise ------------ disclosed in writing by the Company to Evergreen prior to the execution and delivery of this Agreement, since September 27, 1997the date of the most recent audited financial statements included in the Filed Company SEC Documents, the Company and its subsidiaries have conducted their business only in the ordinary course consistent with past practicecourse, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any event, occurrence or development of a state of circumstances change which has had or would could reasonably be expected to have a Company Material Adverse Effect, Effect (including as a result of the consummation of the transactions contemplated by this Agreement), (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's outstanding capital stock or any repurchase, redemption or (other acquisition by than the payment of regular cash dividends on the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, Convertible Preferred Stock in accordance with usual record and payment dates), (iii) any adjustment, split, combination or reclassification of any of its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, , (iv) (Ax) any granting by the Company or any of its subsidiaries to any current or former director, officer or other employee or independent contractor of the Company or any of its subsidiaries of any material increase in compensation or acceleration of benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practiceprior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEC Documents, (By) any granting by the Company or any of its subsidiaries to any such director, officer or other employee or independent contractor of any increase increases in, or acceleration of benefits in respect of, severance or termination pay, or pay (including in connection with any change of control of the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up)Company, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practiceprior practice or as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEC Documents or (Cz) any entry by the Company or any of its subsidiaries into any employment, deferred compensationseverance, severance change of control, or termination or similar agreement or arrangement with or for the benefit of any such current or former director, officer or employeeother employee or independent contractor, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change exchange in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendmentsubsidiaries materially affecting its assets, waiver liability or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrencebusiness, assumption or guarantee except insofar as may have been required by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than a change in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)generally accepted accounting principles.

Absence of Certain Changes or Events. Except as disclosed and to the extent set forth in the SEC Documents Filings or as set forth on in Schedule 4.85.2(f) hereto, since September 2730, 19971998, (i) there has not been any Material Adverse Effect, (ii) the businesses of the Company and each of its subsidiaries have been conducted their business only in the ordinary course and in a manner consistent with past practicepractices, and(iii) neither the Company nor any of its subsidiaries has incurred any material liabilities (direct, except contingent or otherwise) or engaged in any material transaction or entered into any agreement, in each case, outside the ordinary course of business, (iv) there has not been any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its subsidiaries which would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, (v) there has not been any revaluation by the Company of any of its material assets, including but not limited to writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business consistent with past practicebusiness, (vi) there has not been: been no change by the Company in accounting principles, practices or methods, (ivii) any event, occurrence or development of a state of circumstances which there has had or would reasonably be expected to have a Material Adverse Effect, (ii) any been no declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock shares or any repurchasedirect or indirect redemption, redemption purchase or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, ; (ivviii) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (salary increases or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors employee benefit arrangements made in the ordinary course of business consistent with past practice, or (C) heretofore described in writing to Parent, there has not been any entry increase in the compensation payable or to become payable by the Company or its subsidiaries to any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligationstheir respective officers, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than significant increase in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance compensation payable to other employees or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf agents of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries adoption of any contract bonus, pension, retirement, profit sharing, or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitmentstock option plan, arrangement or undertaking by the Company agreement made to or with any of its subsidiaries such officers of employees; and (ix) there has not been any labor strike or threat thereof or labor trouble or other business event or condition which is likely to perform any action described in clauses (i) through (xi)have a Material Adverse Effect.

Absence of Certain Changes or Events. Except From December 31, 1997 through the date hereof, except as disclosed in any SEC Report or reflected in the SEC Documents Interim Balance Sheet, there has not been (i) a Material Adverse Effect, (ii) any material change by the Company in its accounting methods, principles or practices, except as set forth on Schedule 4.8may have been required by a change in generally accepted accounting principles, since September 27, 1997, (iii) any entry by the Company or any Subsidiary into any contract material to the Company and its subsidiaries the Subsidiaries, taken as a whole, except for contracts relating to the establishment of new locations by the Company, copies of which have conducted their business only been made available to the Purchaser, or contracts otherwise entered into in the ordinary course of business consistent with past practice, and(iv) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (v) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except in the ordinary course of business consistent with past practice, there has not been: (i) any event, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iiivi) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or authorization for the authorization of any issuance of any other securities in respect ofas a dividend on, in lieu of or in substitution for shares of its capital stock, (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, ; (vii) any incurrenceevent, assumption any condition, event or guarantee by the Company occurrence which, individually or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilitiesaggregate, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), would have a Material Adverse Effect, (viii) any making condition, event or occurrence in respect of any loan, advance or capital contributions the Company which could reasonably be expected to or investment in any person other than in prevent the ordinary course of business consistent with past practice, Company from consummating the transactions contemplated by this Agreement; (ix) any single or related series event which, if it had taken place following the execution of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the this Agreement, or (xii) any agreement, commitment, arrangement or undertaking would not otherwise have been permitted by Section 5.1 without the Company or any prior consent of its subsidiaries to perform any action described in clauses (i) through (xi)Parent.

Absence of Certain Changes or Events. Except as disclosed in the ------------------------------------ SEC Documents filed and publicly available prior to the date of this Agreement (the "Filed SEC Documents") and except as disclosed in writing by Evergreen to the Company prior to the execution and delivery of the Agreement, or as set forth on Schedule 4.8it relates to the Viacom Transaction (as defined in Section 10.9) or as otherwise agreed to in writing after the date hereof by the Company and Evergreen, since September 27the date of the most recent audited financial statements included in the Filed SEC Documents, 1997, the Company Evergreen and its subsidiaries have conducted their business only in the ordinary course consistent with past practicecourse, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any event, occurrence or development of a state of circumstances change which has had or would could reasonably be expected to have a an Evergreen Material Adverse Effect, Effect (including as a result of the consummation of the transactions contemplated by this Agreement), (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the CompanyOf Evergreen's currently outstanding capital stock or any repurchasestock, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any of its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock, , (iv) (Ax) any granting by the Company Evergreen or any of its subsidiaries to any current or former director, officer or other employee or independent contractor of the Company Evergreen or any of its subsidiaries of any material increase in compensation or acceleration of benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practiceprior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Filed SEC Documents, (By) any granting by the Company Evergreen or any of its subsidiaries to any such director, officer or other employee or independent contractor of any increase in, or acceleration of benefits in respect of, severance or termination pay, or pay (including the acceleration in the vesting connection with any change of Shares (or other property) or the provision control of any tax gross-up)Evergreen, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practiceprior practice or as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed SEC Documents or (Cz) any entry by the Company Evergreen or any of its subsidiaries into any employment, deferred compensationseverance, severance change of control, or termination or similar agreement or arrangement with or for the benefit of any such current or former director, executive officer or employeeother employee or independent contractor, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company Evergreen or any of its subsidiaries of any material indebtedness for borrowed money materially affecting its assets, liability or other material obligationsbusiness, or any creation or assumption except insofar as may have been required by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than a change in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)generally accepted accounting principles.

Absence of Certain Changes or Events. Except as expressly contemplated by this Agreement or the transactions contemplated hereby and except as disclosed in the Company SEC Documents or as set forth on Schedule 4.8filed prior to the date hereof, since September 27December 31, 19971999, the Company and its subsidiaries Subsidiaries have conducted their business only in the ordinary course consistent with past practicecourse, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any eventMaterial Adverse Effect on the Company or, occurrence to the knowledge of the Company, any development or development combination of a state of circumstances which has had or would developments reasonably be expected likely to have a Material Adverse Effect, Effect on the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchasestock, redemption or other acquisition by than regular quarterly cash dividends of $0.12 per share on the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, Company's Common Stock, (iii) any adjustment, split, combination dividend, combination, recapitalization or reclassification of similar transaction with respect to any of its the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its the Company's capital stock, , except for issuances of Company Common Stock upon the exercise of Company Options awarded prior to the date hereof in accordance with their terms, (iv) prior to the date hereof (A) any granting by the Company or any of its subsidiaries Subsidiaries to any current or former director, executive officer or other key employee of the Company or any of its subsidiaries Subsidiaries of any material increase in compensation compensation, bonus or other benefits, except for grants to employees who are not officers or directors normal increases in the ordinary course of business consistent and in accordance with past practicepractice or as was required under any employment agreements in effect as of December 31, 1999, (B) any granting by the Company or any of its subsidiaries Subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up)pay, except for grants to employees who are not officers or directors in the ordinary course of business and consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into Subsidiaries into, or any employmentamendments of, deferred compensationany Compensation and Benefit Plan, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors other than in the ordinary course of business and consistent with past practice, , (v) except as required by a change in GAAP, any change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities or any of its subsidiaries, business or (vi) any amendment, waiver or modification of any material term of any outstanding security of tax election that would be Material to the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company tax attributes or any of its subsidiaries settlement or compromise of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries Material income tax liability (other than sales any such liability that was the subject of inventory in a dispute disclosed on Section 5.03(r) of the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xiCompany's Disclosure Schedule).

Absence of Certain Changes or Events. Except as disclosed in From December 31, 2009 to the SEC Documents or as set forth on Schedule 4.8, since September 27, 1997date of this Agreement, the Company and its subsidiaries Subsidiaries have conducted conducted, in all material respects, their business respective businesses only in the ordinary course consistent with past practice. Since December 31, and, except in the ordinary course of business consistent with past practice2009, there has not been: (i) been any event, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, . From September 30, 2010 to the date of this Agreement, there has not been (iiA) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) with in respect to of, any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company ’s or any of its subsidiaries of any outstanding shares of Subsidiaries’ capital stock or other securities equity or voting interests, except for dividends by a direct or indirect wholly owned Subsidiary of the Company or any of to its subsidiaries, parent, (iiiB) any adjustment, split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ capital stock or other equity or voting interests or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock of, or other equity or voting interests in, the Company or any of its capital stock, Subsidiaries, (iv) (AC) any granting repurchase, redemption or other acquisition by the Company or any of its subsidiaries Subsidiaries of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (D)(1) any grant by the Company or any of its Subsidiaries to any current or former director, officer officer, employee, contractor or employee consultant of the Company or any of its subsidiaries Subsidiaries (collectively, “Company Personnel”) of any material bonus or award opportunity, any loan or any increase in any type of compensation or benefits, except for grants to employees who are not officers or directors of normal bonus opportunities and normal increases of base cash compensation, in the ordinary course of business consistent with past practiceeach case, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C2) any payment by the Company or any of its Subsidiaries to any Company Personnel of any bonus or award, (E) any grant by the Company or any of its Subsidiaries to any Company Personnel of any severance, separation, change in control, retention, termination or similar compensation or benefits or increase therein or of the right to receive any severance, separation, change in control, retention, termination or similar compensation or benefits or increase therein, (F) any adoption or establishment of or entry by the Company or any of its subsidiaries into Subsidiaries into, any amendment of, modification to or termination of, or agreement to amend, modify or terminate, or any termination of (or announcement of an intention to amend, modify or terminate), (1) any employment, deferred compensation, severance change in control, severance, termination, employee benefit, loan, indemnification, retention, equity or termination equity-based compensation, consulting or similar Contract between the Company or any of its Subsidiaries, on the one hand, and any Company Personnel, on the other hand, (2) any Contract between the Company or any of its Subsidiaries, on the one hand, and any Company Personnel, on the other hand, the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement (alone or in combination with any other event) or (3) any trust or insurance Contract or other agreement to fund or arrangement with or for the benefit otherwise secure payment of any compensation or benefit to be provided to any Company Personnel (all such current Contracts under this clause (F), including any such Contract that is entered into on or former directorafter the date of this Agreement, officer collectively, “Benefit Agreements”), (G) any grant or employeeamendment of any award under any Benefit Plan or Benefit Agreement (including the grant or amendment of Stock Options, except with employees who are RSUs, stock appreciation rights, restricted shares, performance units, stock repurchase rights or other equity or equity-based compensation) or the removal or modification of any restrictions in any such award, (H) any payment to any Company Personnel of any compensation or benefit not officers provided for under any Benefit Plan or directors Benefit Agreement, other than the payment of base cash compensation in the ordinary course of business consistent with past practice, , (vI) the taking of any action to accelerate, or that could reasonably be expected to result in the acceleration of, the time of vesting or payment of any rights, compensation, benefits or funding obligations under any Benefit Plan or Benefit Agreement or otherwise, (J) any change in financial or tax accounting methods, principles or practices by the Company or any of its subsidiaries, Subsidiaries, except insofar as may have been required by GAAP or applicable Law or (viK) any amendmentmaterial tax election or change in any material tax election, waiver any settlement or modification compromise of any material term of any outstanding security of the Company tax liability or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions amendment to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)tax return.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents or as set forth on Schedule 4.8contemplated by this Agreement, since September 27July 31, 1997, 1999 the Company and its subsidiaries have conducted their business respective businesses only in the ordinary course consistent with past practicecourse, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any event, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, , (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of to, or repurchase or redemption of, the Company's capital stock or any repurchase, redemption or other acquisition than repurchases of Company Common Stock by the Company pursuant to the Company's stock repurchase program or any of its subsidiaries of any outstanding shares of capital stock to fund the Company's Deferred Compensation Incentive Plan or other securities of the Company or any of its subsidiaries, Company's 401(k) Plan, (iii) any adjustment, split, combination or reclassification of any of its the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, , (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities or any of its subsidiaries, business, except insofar as may have been required by a change in generally accepted accounting principles (viv) any amendment, waiver salary or modification of compensation increases to any material term of any outstanding security employee of the Company or of any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its Company's subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than except in the ordinary course of business consistent with past practice practices, (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viiivi) any making increase in indebtedness for borrowed money incurred by the Company, or any of its subsidiaries, nor any incurrence of any loan, advance other obligation or capital contributions to liability (fixed or investment in any person other than contingent) except in the ordinary course of business and consistent with past practice, practices, (ixvii) any single transaction with respect to a merger, consolidation, liquidation or related series reorganization of transactions the Company or commitments madeany subsidiary of the Company other than such proceedings relating to this Agreement, or (viii) any single or related series of contracts or agreements entered into, agreement by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf subsidiary of the Company or to take any of its subsidiaries (other than sales of inventory the actions described in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)foregoing.

Absence of Certain Changes or Events. Except as disclosed for liabilities incurred in connection with this Agreement or the SEC Documents transactions contemplated hereby or as set forth on Schedule 4.8thereby, since September 27, 1997, the Company Halis and its subsidiaries have conducted their business only in the ordinary course consistent with past practicepractice or as disclosed in any Halis SEC Document filed since such date and prior to the date hereof, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any eventmaterial adverse change (as defined in Section 8.3) in Halis, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's Halis' capital stock or any repurchasestock, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any of its Halis' capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Halis' capital stock, , except for issuances of Halis Common Stock upon exercise or conversion of Halis Employee Stock Options, in each case awarded prior to the date hereof in accordance with their present terms, (iv) (A) any granting by the Company Halis or any of its subsidiaries to any current or former director, officer or other key employee of the Company Halis or any of its subsidiaries of any material increase in compensation compensation, bonus or other benefits, except for grants to employees who are not officers normal increases as a result of promotions, normal increases of base pay or directors target bonuses in the ordinary course of business consistent with past practiceor as was required under any employment agreements in effect as of December 31, 1999, (B) any granting by the Company Halis or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or key employee of any increase in severance or termination pay, or (C) any entry by Halis or any of its subsidiaries into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, officer, or any material amendment of any of the foregoing with any key employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) except insofar as may have been disclosed in Halis SEC Documents filed and publicly available prior to the date of this Agreement (as amended to the date hereof, the "Halis Filed SEC Documents") or required by a change in GAAP, any change in accounting methods, principles or practices by Halis materially affecting its assets, liabilities or business, (vi) except insofar as may have been disclosed in the Company Halis Filed SEC Documents, any tax election that individually or in the aggregate would have a material adverse effect on Halis or any of its subsidiaries, (vi) tax attributes or any amendment, waiver settlement or modification compromise of any material term of any outstanding security of the Company income tax liability or any of its subsidiaries, (vii) any incurrence, assumption or guarantee action taken by the Company Halis or any of its the Halis subsidiaries of any material indebtedness for borrowed money or other material obligationsduring the period from December 31, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of 1999 through the date of this Agreement in excess that, if taken during the period from the date of $200 million), (viii) any making this Agreement through the Effective Time, would constitute a breach of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xiSection 4.1(b).

Absence of Certain Changes or Events. Except for the transactions contemplated by this Agreement and except as disclosed in Section 4.07 of the Disclosure Schedule or in the Company SEC Documents or as set forth on Schedule 4.8filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents"), since September 27December 31, 19971996, the Company and its subsidiaries have conducted their business respective businesses only in the ordinary course in a manner consistent with past practice, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any event, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, Change, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchaseredemption, redemption purchase or other acquisition by the Company or of any of its subsidiaries capital stock, other than regular quarterly dividends on Company Common Stock not in excess of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, US$0.08 per share, (iii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for for, shares of its capital stock, , (iv) (Ax) any granting by the Company or any of its subsidiaries to any current or former director, officer officer, employee or employee consultant of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (By) any granting by the Company or any of its subsidiaries to any such director, officer officer, employee or employee consultant of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up)pay, except for grants as part of a standard employment package to employees who are not officers any person promoted or directors hired, or (z) except employment agreements in the ordinary course of business consistent with past practicepractice with employees other than any executive officer of the Company, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensationconsulting, severance severance, termination or termination indemnification agreement or arrangement with or for the benefit of any such current employee or former directorexecutive officer, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a Material Adverse Effect, (vi) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee entry by the Company or any of its subsidiaries of into any material indebtedness for borrowed money commitment or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi).

Absence of Certain Changes or Events. Except as disclosed in the SEC Documents or as set forth on Schedule 4.8Since June 30, since September 27, 19972007, the Company and its subsidiaries have conducted their business only in the ordinary course consistent with past practice, and, except in the ordinary course of business consistent with past practicesince such date, there has not been: been (ia) any change, event, condition, development or occurrence or development of a state of circumstances which that has had had, or would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, , (iib) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock stock, property or property) with otherwise in respect to any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company ’s or any of its subsidiaries subsidiaries’ capital stock, except for any dividend or distribution by a subsidiary of the Company to the Company or a direct or indirect wholly-owned subsidiary of the Company, (c) any redemption, repurchase or other acquisition of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect ofexcept, in lieu the ordinary course of or in substitution for business and prior to the date hereof, with respect to shares of its capital stock, held by Company employees, (iv) (Ad) any granting by the Company or any of its subsidiaries to any current of their directors, officers, employees, independent contractors or former director, officer or employee of the Company or any of its subsidiaries consultants of any material increase in compensation or fringe benefits, except for grants to employees who are not officers or directors increases in the ordinary course of business and prior to the date hereof that are consistent in type and amount with past practice, (B) any granting by practices of the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants with respect to employees who are not directors or officers or directors in increases required under any Company Plan, (e) any granting to any director, officer, employee, independent contractor or consultant of the ordinary course Company or its subsidiaries of business consistent with past practicethe right to receive any severance or termination pay not provided for under any Company Plan, or (Cf) any entry by the Company or any of its subsidiaries into any employment, deferred compensationconsulting, change-of-control or severance or termination agreement or arrangement with any director, officer, employee, independent contractor or for consultant of the benefit Company or its subsidiaries, or any material amendment of any such current or former directorCompany Plan, officer or employee(g) any material change by the Company in its accounting principles, except as may be appropriate to conform to changes in statutory or regulatory accounting rules or generally accepted accounting principles or regulatory requirements with employees who are not officers or directors in the ordinary course of business consistent with past practice, respect thereto, (vh) any material Tax election made or revoked by the Company or any of its subsidiaries or any settlement or compromise of any material Tax liability by the Company or any of its subsidiaries or (i) any material change in tax accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi).

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and except as disclosed in the SEC Documents or as set forth on Schedule 4.8permitted by Section 4.1(a), since September 27January 1, 1997, the Company and its subsidiaries have conducted their business only in the ordinary course consistent with past practiceor as disclosed in any Company SEC Document filed since such date and prior to the date hereof (as amended to the date hereof, and"Company Filed SEC Documents"), except in the ordinary course of business consistent with past practice, and there has not been: been (i) any eventmaterial adverse change in the Company, occurrence including, but not limited to, any material adverse change arising from or development of a state of circumstances which has had relating to fraudulent or would reasonably be expected to have a Material Adverse Effect, unauthorized activity, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchasestock, redemption or other acquisition by than regular quarterly cash dividends on the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of Common Stock and dividends payable on the Company or any of its subsidiaries, Preferred Stock in accordance with their terms, (iii) any adjustment, split, combination or reclassification of any of its the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its the Company's capital stock, , except for issuances of Company Common Stock upon conversion of Company Convertible Securities or upon the exercise of Company Employee Stock Options, in each case awarded prior to the date hereof in accordance with their present terms, (iv) prior to the date hereof (A) any granting by the Company or any of its subsidiaries to any current or former director, executive officer or other key employee of the Company or any of its subsidiaries of any material increase in compensation compensation, bonus or other benefits, except for grants to employees who are not officers or directors increases in the ordinary course of business consistent with past practicebusiness, (B) any granting by the Company or any of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practicepay, or (C) any entry by the Company or any of its subsidiaries into into, or any amendment of, any employment, deferred compensation, severance consulting, severance, termination or termination indemnification agreement or arrangement with or for the benefit of any such current or former director, executive officer or key employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) except insofar as may have been disclosed in Company Filed SEC Documents or required by a change in GAAP, any change in accounting methods, principles or practices by the Company affecting its assets, liabilities or any of its subsidiaries, business, or (vi) except insofar as may have been disclosed in Company Filed SEC Documents, any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee tax election by the Company or any of its subsidiaries or any settlement or compromise of any material indebtedness for borrowed money or other material obligations, or any creation or assumption income tax liability by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)subsidiaries.

Absence of Certain Changes or Events. Except Since December 31, 2004, except as specifically contemplated by, or as disclosed in in, this Agreement or Section 3.10 of the SEC Documents or as set forth on Schedule 4.8Company Disclosure Schedule, since September 27, 1997, each of the Company and its subsidiaries have Subsidiaries has conducted their its business only in, and has not engaged in any material transaction other than according to, the usual and ordinary course consistent with past practice, practice and, except in the ordinary course of business consistent with past practicesince such date, there has not been: (ia) any eventMaterial Adverse Effect with respect to the Company circumstance, occurrence or development of a state of circumstances which has had (including any adverse change with respect to any circumstance, occurrence or development existing on or prior to December 31, 2004) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect,Effect with respect to the Company; (iib) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance; (c) other than regular quarterly dividends on Company Shares of not in excess of $0.15 per Share, any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with property in respect to any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries,Subsidiaries; (iiid) any adjustment, split, combination material change in any method of accounting or reclassification accounting practice by the Company or its Subsidiaries; (e) any material increase in the compensation payable or that could become payable by the Company to officers or key employees or any amendment of any of its capital stock the Benefit Plans other than (i) increases or amendments in the ordinary and usual course consistent with past practice or (ii) pursuant to any issuance or employment agreements already in existence prior to the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (A) any granting by date hereof that the Company or any of its subsidiaries to Subsidiaries has with any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, key employees; or (xiif) any agreement, commitment, arrangement or undertaking by the Company or agreement to do any of its subsidiaries to perform any action described in clauses (i) through (xi)the foregoing, unless otherwise permitted herein.

Absence of Certain Changes or Events. 5.11.1. Except as disclosed expressly contemplated or permitted by this Agreement, and other than the reasonable and customary fees and expenses incurred in connection with the SEC Documents or as set forth on Schedule 4.8transactions contemplated by this Agreement, since September 27January 29, 19972000, the business of the Company and its subsidiaries have Subsidiaries has been conducted their business only in the ordinary course consistent with past practice, and, except all material respects in the ordinary course of business consistent with past practicepractices, neither the Company nor any of its Subsidiaries has engaged in any transaction or series of related transactions material to the Company or its Subsidiaries taken as a whole other than in the ordinary course of business consistent with past practices, and there has not been any event, occurrence or development that, individually or in the aggregate, constitutes or would constitute a Material Adverse Effect on the Company. 5.11.2. Without limiting the generality of the foregoing Section 5.11.1, since January 29, 2000, except as set forth in Section 5.11.2 of the Company Disclosure Schedule, there has not been: (ia) any eventdamage, occurrence destruction or development loss to any of a state the assets or properties of circumstances which has had the Company or would reasonably be expected to have any of its Subsidiaries that, individually or in the aggregate, constitutes a Material Adverse Effect,Effect on the Company ; (iib) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, capital stock or property) with or capital return in respect to of any shares of the Company's capital stock or any repurchaseredemption, redemption purchase or other acquisition by the Company or any of its subsidiaries Subsidiaries of any shares of the Company's capital stock, or any repurchase, redemption or other purchase by the Company or any of its Subsidiaries of any outstanding shares of capital stock or other securities of of, or other ownership interests in, the Company or any of its subsidiaries, (iii) any adjustmentSubsidiaries, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification amendment of any material term of any outstanding security of the Company or any of its subsidiaries,Subsidiaries; (viic) any incurrencesale, assumption assignment, transfer, lease or guarantee other disposition, or agreement to sell, assign, transfer, lease or otherwise dispose of, any of the assets of the Company or any of its Subsidiaries taken as a whole other than in the ordinary course of business consistent with past practices; (d) any acquisition (by merger, consolidation, or acquisition of stock or assets) by the Company or any of its subsidiaries Subsidiaries of any material indebtedness for borrowed money corporation, partnership or other material obligationsbusiness organization or division thereof or any equity interest therein for consideration; (e) any (i) incurrence of, (ii) guarantee with respect to, or (iii) provision of credit support for, any indebtedness by the Company or any of its Subsidiaries other than pursuant to (A) the Company Credit Facility in the ordinary course of business or (B) lease financings for equipment used in the operation of the businesses of the Company or any of its Subsidiaries in the ordinary course of business; or any creation or assumption by the Company or any of its subsidiaries Subsidiaries of any encumbrance or lien material Lien, other than any Permitted Lien, on any asset material asset; (f) any material change in any method of accounting or accounting practice (whether for financial accounting or Tax purposes) used by the Company or any of its Subsidiaries; (i) any employment, deferred compensation, severance or similar agreement entered into or amended by the Company or any of its Subsidiaries and any employee, in each case other than sales commission agreements and product promotional agreements entered into in the ordinary course of business consistent with past practices, (ii) any increase in the compensation payable, or to become payable by it, to any of its directors or officers or generally applicable to all or any category of the Company's or any of its Subsidiaries' employees, (iii) any increase in the coverage or benefits available under any vacation pay, company awards, salary continuation or disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any of the directors or officers of the Company or any of its Subsidiaries or generally applicable to all or any category of the Company's or any of its Subsidiaries' employees, or (iv) severance pay arrangements made to, for, or with such directors, officers or employees other than, in the case of (ii) and (iii) above and only with respect to employees who are not officers or directors of the Company or any of its Subsidiaries, increases in the ordinary course of business consistent with past practices and that, in the aggregate, have not resulted in a material increase in the benefits or compensation expense of the Company or any of its Subsidiaries taken as a whole; (h) any revaluing in any material respect of any of the assets of the Company or any of its Subsidiaries on the Company Financials, including, without limitation, writing down the value of any assets or inventory or -24- writing off notes or accounts receivable other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million),practices; (viiii) any making of any loan, advance or capital contributions to contribution made by the Company or any of its Subsidiaries to, or investment in in, any person Person other than loans, advances or capital contributions, or investments of the Company made in the ordinary course of business consistent with past practice,practices; (ixj) any single adoption or related series amendment of transactions any Company Plan; (k) any waiver, direct or commitments made, or any single or related series of contracts or agreements entered intoindirect, by the Company or any of its subsidiaries involving aggregate obligations Subsidiaries of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (xi) any acquisition right or disposition rights of material value or (ii) any payment of any assets material debt, Liability or any merger or consolidation with any person on behalf of other obligation owed to the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice Subsidiaries, except for non-material waivers and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments payments made in the ordinary course of business consistent with past practice and those contemplated by the Agreement, orpractices; (xiil) any change in or amendment to the Company's or any of its Subsidiaries' certificate of incorporation, by-laws or other organizational documents; (m) any payment, loan or advance of any amount to or in respect of, or the sale, transfer or lease of any properties or assets (whether real, personal or mixed, tangible or intangible) to, or entering into of any agreement, commitment, arrangement or undertaking transaction with or on behalf of, any officer, director, or employee of the Company, any of its Subsidiaries, or any Affiliate of any of them, or any business or entity in which the Company, any Subsidiary or any Affiliate of any of them, or relative of any such Person, has any material, direct or indirect, interest, except for (i) directors' fees, (ii) compensation to the officers and employees of the Company (including benefits received by such officers and employees as a result of their participation in Company Plans) in the ordinary course of business consistent with past practices, and (iii) advancement or reimbursement of expenses in the ordinary course of business consistent with past practices; (n) any material modification or change in any Company Insurance Policy that would result in a diminishment of coverage under such Company Insurance Policy; (o) any acquisition of a fee simple interest or a leasehold or subleasehold interest in, or any sale, assignment, disposition, transfer, pledge, mortgage or lease of, any real property owned or leased by the Company or any of its subsidiaries Subsidiaries; (p) any issuance, sale or disposition of any capital stock or other equity interest in the Company, except upon the valid exercise of Options in accordance with the terms thereof, or any issuance or grant of any options, warrants or other rights to perform purchase any such capital stock or equity interest, or any securities convertible into or exchangeable for such capital stock or equity interest, or any other change in the issued and outstanding capitalization of the Company; (q) any amendment, alteration or modification in the terms of any currently outstanding options, warrants or other rights to purchase any capital stock or equity interest in the Company or any securities convertible into or exchangeable for such capital stock or equity interest, including, without limitation, any reduction in the exercise or conversion price of any such rights or securities, any change to the vesting or acceleration terms of any such rights or securities, or any change to terms relating to the grant of any such rights or securities; (r) any closure, shut down or other elimination of any of the Company's stores or offices or any material change in the basic character of its business, properties or assets, other than any store closures effected or proposed to be effected as set forth in Section 5.11.2 of the Company Disclosure Schedule; (s) any action described that, if it had been taken after the date hereof, would have required the consent of Gart under Section 7.1; and (t) any agreement to take any actions specified in clauses (i) through (xi)this Section 5.11.2, except for this Agreement.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents or as set forth on in Schedule 4.83.1(f) to the Company Disclosure Letter, since September 27December 31, 19972006 (the “Company Financial Statement Date”) and through the date of this Agreement, the Company and its subsidiaries the Company Subsidiaries have conducted their business respective businesses only in the ordinary course consistent with past practice, and, except in the ordinary course of business consistent with past practice, and there has not been: been (ia) any eventchange in the business, financial condition or results of operations of the Company and the Company Subsidiaries taken as a whole, that has resulted or would result, individually or in the aggregate, in a Company Material Adverse Effect, nor has there been any occurrence or development circumstance that with the passage of a state of circumstances which has had or time would reasonably be expected to have result in a Company Material Adverse Effect, , (iib) except for regular distributions (in the case of the Company) not in excess of $0.0758333 per Share with customary record and payment dates, any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's ’s capital stock or any repurchasestock, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iiic) any adjustment, split, combination or reclassification of any of its the Company’s capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for for, or giving the right to acquire by exchange or exercise, shares of its capital stock, beneficial interest or any issuance of an ownership interest in, any Company Subsidiary except as contemplated by this Agreement, (iv) (Ad) any granting by the issuance of Company Options or any of its subsidiaries to any current or former director, officer or employee restricted shares of the Company or any capital stock of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practiceCompany, (Be) any granting damage, destruction or loss, whether or not covered by the insurance, that has or would have a Company or any of its subsidiaries to any such directorMaterial Adverse Effect, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (vf) any change in accounting methods, principles or practices by the Company or any of Company Subsidiary materially affecting its subsidiaries, assets, liabilities or business, except insofar as may have been disclosed in the Company SEC Documents or required by a change in GAAP or regulatory accounting principles or (vig) any amendment, waiver or modification amendment of any material term of any outstanding security of the Company employment, consulting, severance, retention or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to agreement between the Company and its subsidiaries taken as a whole, other than transactions and commitments in any officer or director of the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)Company.

Absence of Certain Changes or Events. Except as disclosed in (a) Since December 31, 2022 (the SEC Documents or as set forth on Schedule 4.8, since September 27, 1997, the “Company and its subsidiaries have conducted their business only in the ordinary course consistent with past practice, and, except in the ordinary course of business consistent with past practiceBalance Sheet Date”), there has not been: been (i) any event, occurrence change or development in the business, operations, assets, liabilities, condition (financial or otherwise), results of a state operations, cash flows, or properties of circumstances Company or any of its Subsidiaries which has had had, or would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, Effect with respect to Company, and to the Knowledge of Company, no fact or condition exists which is reasonably likely to cause a Material Adverse Effect with respect to the Company in the future, (ii) any change by Company or any of its Subsidiaries in its accounting methods, principles or practices, other than changes required or permitted by applicable Law or GAAP or regulatory accounting as concurred in by Company’s independent accountants, (iii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to of any of the Company's capital stock or any repurchase, redemption or other acquisition by the of Company or any of its subsidiaries of Subsidiaries or any outstanding shares of capital stock redemption, purchase or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification acquisition of any of its capital stock or any issuance or the authorization of any issuance of any securities, other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors than in the ordinary course of business consistent with past practice, (Biv) any granting material election made by the Company or any of its subsidiaries Subsidiaries for federal or state income tax purposes, (v) any material change in the credit policies or procedures of Company or any of its Subsidiaries, the effect of which was or is to make any such directorpolicy or procedure less restrictive, officer (vi) other than loans and loan commitments, investment securities, and other real estate owned in the ordinary course of business and consistent with past practice, any material acquisition or employee disposition of any increase assets or properties, or any contract for any acquisition or disposition entered into, or (vii) any material lease of real or personal property entered into, other than in severance connection with foreclosed property or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice. (b) Except as set forth in Company Disclosure Schedule 3.10(b), or since the Company Balance Sheet Date, the Company and its Subsidiaries have carried on its business in the ordinary course consistent with past practice and there has not been: (Ci) any entry by the Company or any of its subsidiaries Subsidiaries into any employmentcontract or commitment of more than (A) $250,000 in the aggregate or (B) $250,000 per annum with a term of more than one year, deferred compensationother than borrowings, severance or termination agreement or arrangement with or for the benefit of any such current or former directorloans, officer or employee, except with employees who are not officers or directors loan commitments and Company Benefit Plans in the ordinary course of business consistent with past practice, business, or (vii) any change increase in accounting methodsor establishment of any bonus, principles severance, deferred compensation, pension, retirement, profit sharing, equity or practices by equity-based incentive, stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any directors, officers or employees of Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligationsSubsidiaries, or any creation grant of severance or assumption by the Company termination pay, or any of its subsidiaries contract or arrangement entered into to make or grant any severance or termination pay, or any payment of any encumbrance bonus, unless such aforementioned actions were required by Law or lien on any asset other than Company Benefit Plan or were conducted in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)business.

Absence of Certain Changes or Events. Except as disclosed in the SEC Documents or Since December 31, 2007, except as set forth on Schedule 4.8, since September 27, 1997, in Section 3.8 of the Company and Disclosure Schedule or SEC Reports filed prior to the date hereof, neither the Company nor any of its subsidiaries has (i) suffered any Material Adverse Effect or any event, change or condition likely to cause or have any such Material Adverse Effect or (ii) conducted their its business only in the ordinary course consistent with past practice, and, except and operations other than in the ordinary course of business and consistent with past practicepractices except, there has not beensubsequent to the date hereof, as permitted by Section 5.1 hereof. (a) Without limiting the foregoing, since December 31, 2007, except as set forth in Section 3.8 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has: (i) amended or otherwise changed its certificate of incorporation or by-laws or any event, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect,similar governing instruments; (ii) issued, delivered, sold, pledged, disposed of or encumbered any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock, ownership interests or voting securities, or any options, warrants, convertible securities or other rights of any kind to acquire or receive any shares of capital stock, any other ownership interests or any voting securities (including but not limited to stock appreciation rights, phantom stock or other securities of the Company or any of its subsidiaries, (iii) any adjustmentsimilar instruments), split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries (except for (A) the issuance of Common Shares upon the exercise of Options or in connection with other existing stock-based awards, in each case, in accordance with the terms of any material increase Company Stock Option Plan, or (B) issuances in compensation accordance with the Rights Plan); (iii) declared, set aside, made or benefitspaid any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for grants any dividend or distribution by a subsidiary of the Company to employees who are not officers the Company or directors another wholly owned subsidiary of the Company); (iv) reclassified, combined, split, subdivided, redeemed, purchased or otherwise acquired any shares of capital stock of the Company (except for the acquisition of Common Shares tendered by optionees in connection with a cashless exercise of Options or in order to pay taxes in connection with the exercise of Options or the lapse of restrictions in respect of Restricted Shares pursuant to the terms of a Company Stock Option Plan), or reclassified, combined, split or subdivided any capital stock or other ownership interests of any of the Company’s subsidiaries; (v) made any acquisition of (whether by merger, consolidation or acquisition of stock or substantially all of the assets), or made any investment in any interest in, any corporation, partnership or other business organization or division thereof; (vi) sold or otherwise disposed of (whether by merger, consolidation or disposition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or otherwise sold or disposed of any assets, other than sales or dispositions in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries pursuant to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries,existing Contracts; (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice,, entered into or amended in any material respect or failed to renew any Contract; (viii) authorized any material new capital expenditures which are, in the aggregate, in excess of the Company’s capital expenditure budget set forth on Section 3.8 of the Company Disclosure Schedule; (ix) except for borrowings under the Company’s existing credit facilities, incurred or modified in any single or related series material respect in an manner adverse to the Company the terms of transactions or commitments madeany indebtedness for borrowed money, or any single assumed, guaranteed or related series of contracts endorsed, or agreements entered intootherwise as an accommodation became responsible for, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactionsperson, or made any loans, advances or capital expenditures in excess of $20,000,000 in the aggregate, (x) contributions to any acquisition or disposition of any assets or any merger or consolidation with any other person on behalf of the Company or any of its subsidiaries (other than sales a subsidiary of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practiceCompany), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either each case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice, pursuant to letters of credit or otherwise; (x) except to the extent required under any Employee Benefit Plan or as required by applicable law, (A) increased the compensation or fringe benefits of any of its directors, officers or employees (except in the ordinary course of business with respect to employees who are not directors or officers), (B) granted any severance or termination pay not provided for under any Employee Benefit Plan, (C) entered into any employment, consulting or severance agreement or arrangement with any of its present or former directors, officers or other employees, except for offers of employment in the ordinary course of business and consistent with past practice and those contemplated by the Agreementwith employees who are not directors or officers, or(D) established, adopted, entered into or amended in any material respect or terminated any Employee Benefit Plan or (E) paid or become obligated to pay any bonus, severance or other amounts to any officer or employee; (xi) made any change in any accounting principles, except as were appropriate to conform to changes in statutory or regulatory accounting rules or generally accepted accounting principles or regulatory requirements with respect thereto; (xii) other than in the ordinary course of business or as required by applicable law, (A) made any agreementTax election or change any method of accounting, commitment(B) entered into any settlement or compromise of any Tax liability, arrangement (C) filed any amended Tax Return with respect to any Tax, (D) changed any annual Tax accounting period, (E) entered into any closing agreement relating to any material Tax or undertaking (F) surrendered any right to claim a Tax refund; (xiii) settled or compromised any litigation, other than settlements or compromises of litigation where the amount paid did not exceed $25,000 or, if greater, the total incurred cash reserve amount for such matter, maintained by the Company on the Company Balance Sheet at December 31, 2007; (xiv) waived any right of value material to the Company or any subsidiary of the Company; (xv) adopted a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company or any subsidiary of the Company; (xvi) revalued any portion of its subsidiaries assets, properties or businesses including, without limitation, any write-down of the value of any assets or any write-off of notes or accounts receivable, other than in the ordinary course of business consistent with past practice; (xvii) materially changed any of its business policies or practices; (xviii) other than in the ordinary course of business consistent with past practice, entered into any Lease (as lessor or lessee); sold, abandoned or made any other disposition of any of its assets, properties or businesses; granted or suffered any Lien on any of its assets, properties or businesses; or added or modified any debt on properties or assets; or (xix) failed to perform operate its business in the ordinary course, consistent with past practices; or (b) agreed to take any action of the actions described in clauses (iSection 3.8(a)(i) through (xiSection 3.8(a)(xix).

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and except as disclosed in the SEC Documents or as set forth on Schedule 4.8permitted by Section 4.1(a), since September 27January 1, 1997, the Company and its subsidiaries have conducted their business only in the ordinary course consistent with past practicecourse, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any eventmaterial adverse change in the Company, occurrence including, but not limited to, any material adverse change arising from or development of a state of circumstances which has had relating to fraudulent or would reasonably be expected to have a Material Adverse Effect, unauthorized activity, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchasestock, redemption or other acquisition by than regular quarterly cash dividends on the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities Common Stock in amounts not in excess of the quarterly dividend most recently paid on the Company or any Common Stock prior to the date of its subsidiaries, this Agreement, (iii) any adjustment, split, combination or reclassification of any of its the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its the Company's capital stock, , except for issuances of Company Common Stock upon the exercise of Company Stock Options awarded prior to the date hereof in accordance with their present terms, (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or other employee of the Company or any of its subsidiaries of any material Company Stock Options or any increase in compensation compensation, bonus or other benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such current or former director, executive officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practicepay, or (C) any entry by the Company or any of its subsidiaries into into, or any amendment of, any employment, deferred compensation, severance consulting, severance, termination or termination indemnification agreement or arrangement with or for the benefit of any such current or former director, executive officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) except insofar as may have been required by a change in GAAP or law or regulation, any material change in accounting methods, principles or practices by the Company affecting its assets, liabilities or any of its subsidiaries, business, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee tax election by the Company or any of its subsidiaries Significant Subsidiaries or any settlement or compromise of any material indebtedness for borrowed money or other material obligations, or any creation or assumption income tax liability by the Company or any of its subsidiaries of Significant Subsidiaries, or (vii) any encumbrance new capital commitment or lien on any asset other than increase in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilitiescapital commitments, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan15,000,000, advance individually or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi).

Absence of Certain Changes or Events. Except as contemplated by this Agreement or disclosed in Section 4.1(h) of the SEC Documents or as set forth on Schedule 4.8Disclosure Schedule, since September 27December 31, 1997, the Company and its subsidiaries have conducted their business only in the ordinary course consistent with past practice, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any event, occurrence or development of a state of circumstances which which, individually or in the aggregate, has had or would could reasonably be expected to have a Material Adverse Effect, , (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, , (iii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, , (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase of more than $50,000 in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any damage, destruction or loss, whether or not covered by insurance, that has had or could have a Material Adverse Effect, (vi) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, , (vivii) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, , (viiviii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or other than in the ordinary course of business consistent with past practice, (ix) any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien Lien on any asset asset, other than in the ordinary course of business consistent with past practice practice, (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viiix) any making of any lease, loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice and other than investments in cash equivalents made in the ordinary course of business consistent with past practice, , (ixxi) other than as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 (the "Company Form 10-K"), any single transaction or related series of transactions or commitments commitment made, or any single contract or related series of contracts or agreements agreement entered into, by the Company or any of its subsidiaries involving aggregate obligations relating to its assets or business on behalf of the 16 Company or any of its subsidiaries of more than $2,000,000 500,000 for any transaction or $1,000,000 for any series of transactions, or any capital expenditures in excess of $20,000,000 (xii) other than as disclosed in the aggregate, (x) Company Form 10-K, any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries subsidiaries, (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xixiii) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreementpractice, or or (xiixiv) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xixiii).

Absence of Certain Changes or Events. Except as disclosed in the SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") or as set forth on Schedule 4.8in Section 4.1(g) of the Disclosure Schedule, since September 27December 31, 19971998, the Company and has conducted its subsidiaries have conducted their business only in the ordinary course consistent with past practice, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any event, occurrence or development of a state of circumstances which has had or would could reasonably be expected to have a Material Adverse Effect, , (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, , (iii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, , (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the exercisability of Company Options or in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers as was required under employment, severance or directors termination agreements or plans in effect as of December 31, 1998 which individually or in the ordinary course of business consistent with past practiceaggregate could reasonably be expected to have a Material Adverse Effect, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi).termination

Absence of Certain Changes or Events. Except as disclosed in the SEC Commission Documents filed and publicly available prior to the date of this Agreement or as set forth on in Section 4.5 of the Disclosure Schedule 4.8and except for the Transactions contemplated by this Agreement, since September 27, 1997the date of the most recent audited financial statements included in the Commission Documents, the Company and its subsidiaries Subsidiaries have conducted their business only in the ordinary course consistent with past practicecourse, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any event, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (iia) any declaration, setting aside aside, or payment of any dividend or other distribution (whether in cash, stock stock, or property) with respect to any of the Company's or any Subsidiary's outstanding capital stock or any repurchaseequity interests, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iiib) any adjustment, split, combination combination, or reclassification of any of its the Company's or any Subsidiary's outstanding capital stock (or equity interests) or any issuance or the authorization of any issuance of any capital stock or other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock, , (ivc) (Ax) any granting by the Company or any of its subsidiaries Subsidiaries to any current or former director, executive officer or other employee of the Company or any of its subsidiaries Subsidiaries of any material increase in compensation or benefitscompensation, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practiceprior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Commission Documents, (By) any granting by the Company or any of its subsidiaries Subsidiaries to any such director, executive officer or other employee of any material increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up)pay, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practiceprior practice or as was required under any employment, severance, or termination agreements in effect as of the date of the most recent audited financial statements included in the Commission Documents or (Cz) any entry by the Company or any of its subsidiaries Subsidiaries into any material employment, deferred compensationseverance, severance or termination agreement or arrangement with or for the benefit of any such current or former director, executive officer or other employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (vd) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (viSubsidiaries materially affecting its assets, liabilities, or businesses, except insofar as may have been required by a change in generally accepted accounting principles. The Company has available to it a borrowing capacity of at least $24.2 million as provided for in Section 4.09(b)(vii) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)Indenture.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and except as disclosed in the SEC Documents or as set forth on Schedule 4.8permitted by Section 4.1(a), since September 27June 30, 19971999, the Company CAX and its subsidiaries Subsidiaries have conducted their business only in the ordinary course consistent with past practicecourse, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any eventMaterial Adverse Change, occurrence or any development of a state of circumstances which has had or would reasonably be expected to have may result in a Material Adverse Effect, Change, in CAX, including, but not limited to, any Material Adverse Change arising from or relating to fraudulent or unauthorized activity, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the CompanyCAX's capital stock or stock, other than regular quarterly cash dividends on CAX Common Stock and any repurchasedividends which may be required under the Code to maintain CAX's status as a REIT (as defined in Section 3.2(g)), redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any of its CAX's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its CAX's capital stock, , except for issuances of CAX Common Stock upon the exercise of CAX Stock Options awarded prior to the date of this Agreement in accordance with their present terms, (iv) (A) except pursuant to agreements in effect on such date, any granting by the Company CAX or any of its subsidiaries Subsidiaries to any current or former director, officer or other employee of the Company CAX or its Subsidiaries of any of its subsidiaries of CAX Stock Options or any material increase in compensation compensation, bonus or other benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company CAX or any of its subsidiaries Subsidiaries to any such current or former director, executive officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practicepay, or (C) any entry by the Company CAX or any of its subsidiaries into Subsidiaries into, or any amendment of, any employment, deferred compensation, severance consulting, severance, termination or termination indemnification agreement or arrangement with or for the benefit of any such current or former director, executive officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) except insofar as may have been required by a change in GAAP or law or regulation, any material change in accounting methods, principles or practices by the Company CAX affecting its assets, liabilities or business, (vi) any material tax election by CAX or any of its subsidiaries, (vi) Subsidiaries or any amendment, waiver settlement or modification compromise of any material term of any outstanding security of the Company income tax liability by CAX or any of its subsidiaries, Subsidiaries, or (vii) any incurrencenew capital commitment or increase in existing capital commitments, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan1,000,000, advance individually or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi).

Absence of Certain Changes or Events. Except as may be disclosed in the SEC Documents Reports or as set forth on Schedule 4.8otherwise disclosed in Section 3.1(f) of the Disclosure Schedule, since September 2730, 1997, the Company and its subsidiaries have conducted their business only in the ordinary course consistent with past practice, and, except in the ordinary course of business consistent with past practice, 1998 there has not been: been (i) any eventchange in the business, occurrence assets, financial condition or development results of a state operations of circumstances the Company or its Subsidiaries or any other event which in any such case has had or would could reasonably be expected to have a Material Adverse Effect, ; (ii) any damage, destruction or loss, whether covered by insurance or not, having a material adverse effect upon the properties or business of the Company and the Subsidiaries taken as a whole; (iii) any declaration, setting aside or payment of any dividend dividend, or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock of the Company or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any of its capital stock or stock; (iv) any issuance by the Company, or commitment of the authorization Company to issue, any shares of any issuance of any other its Common Stock or securities in respect of, in lieu of convertible into or in substitution exchangeable for shares of its capital stock, Common Stock; (iv) (Av) any granting increase in the rate or terms of compensation payable or to become payable by the Company or any of Subsidiary to its subsidiaries to any current directors, officers or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefitskey employees, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory increases occurring in the ordinary course of business in accordance with its customary past practice and practices; (vi) any grant or increase in the rate or terms of any bonus, insurance, pension, severance or other than dispositions of usedemployee benefit plan, obsolete payment or outmoded equipment arrangement made to, for or machinery with any directors, officers or key employees, except increases occurring in the ordinary course of business in accordance with its customary past practice), practices; (xivii) any relinquishment change by the Company in accounting methods, principles or practices except as required by generally accepted accounting principles; (viii) an entry into any agreement, commitment or transaction by the Company or any of its subsidiaries of any contract or other right, in either case, Subsidiary which is material to the Company and its subsidiaries Subsidiaries taken as a whole, other than except agreements, commitments or transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or business; (xiiix) any agreementstock split, reverse stock split, combination or reclassification of the Common Stock; (x) any change in the terms and conditions of the Company Stock Option Plans except as contemplated hereby; or (xi) any agreement or commitment, arrangement whether in writing or undertaking by the Company or any of its subsidiaries otherwise, to perform take any action described in clauses (i) through (xithis subsection 3.1(f). Since December 31, 1997, the Company and the Subsidiaries have conducted their respective businesses in all material respects only in the ordinary course, consistent with past custom and practice, except as contemplated by this Agreement and except to the extent such conduct would not have a Material Adverse Effect.

Absence of Certain Changes or Events. Except as disclosed in the SEC Documents or Since March 31, 2003 and except as set forth on in Section 3.1(f) of the Disclosure Schedule 4.8and for the transactions provided for herein, since September 27, 1997, (i) the Company and its subsidiaries Subsidiaries have conducted their business respective businesses only in the ordinary course consistent with past practice, and, except in the ordinary course Ordinary Course of business consistent with past practice, Business and (ii) there has not been: : (iA) any event, occurrence or development of a state of circumstances which has had facts, change, development, effect, condition or would occurrence that could reasonably be expected to have a Material Adverse Effect, Effect on the Company; (iiB) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock ’s or any repurchaseof its Subsidiaries’ capital stock; (C) any purchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or its Subsidiaries or the issuance of any of its subsidiaries, options, warrants, calls, or rights to acquire such shares or securities; (iiiD) any adjustment, split, combination or reclassification of any of the Company’s or any of its Subsidiaries’ capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company’s capital stock or other securities of the Company or any of its capital stock, Subsidiaries (iv) other than shares of Company Common Stock issuable upon exercise of outstanding Options or Warrants); (AE) any granting by the Company or any of its subsidiaries Subsidiaries to any current or former director, officer officer, employee or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, consultant (B1) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance compensation, bonus or termination pay other benefits (including the acceleration in the vesting grants of Shares (stock options, stock appreciation rights or other propertystock-based awards) or the provision any such granting of any tax gross-up), except for grants type of compensation or benefits to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer officer, employee or employeeconsultant not previously receiving or entitled to receive such type of compensation or benefit, except with employees who are not officers or directors (2) of the right to receive any severance or termination pay, or increases therein (other than in the ordinary course of business consistent with past practice, both instances (v1) and (2) increases made as required by law); (F) any material change in financial or tax accounting methods, principles or practices by the Company or any of its subsidiaries, Subsidiaries, except insofar as may have been required by a change in GAAP or applicable law; (viG) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee election with respect to taxes by the Company or any of its subsidiaries Subsidiaries or any settlement or compromise of any material indebtedness for borrowed money Tax liability or other material obligations, or refund; (H) any creation or assumption by revaluation of the Company Company’s or any of its subsidiaries Subsidiaries’ material assets; or (I) any other action or event that would have required the consent of any encumbrance Parent pursuant to Section 4.1 had such action or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of event occurred after the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi).

Absence of Certain Changes or Events. Except as disclosed in Since the SEC Documents or date of the Most Recent Balance Sheet, except as set forth on Schedule 4.8in Section 3.08 of the Company Disclosure Schedule, since September 27, 1997, (a) the Company and its subsidiaries Subsidiary have conducted their business businesses only in the ordinary course and in a manner consistent with past practice, and, except in the ordinary course of business consistent with past practice, practice and (b) there has not been: (i) any event, occurrence occurrence, development or development of a state of circumstances or facts which has had or would reasonably be expected to have a Company Material Adverse Effect,; (ii) any declaration, setting aside or payment amendment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries,Subsidiary or to the Company or its Subsidiary’s certificate of incorporation or bylaws (or similar governing documents) other than as contemplated by this Agreement; (viiiii) any (A) incurrence, assumption or guarantee by the Company or any of its subsidiaries Subsidiaries of any material indebtedness for borrowed money or other material obligationsmoney, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than advances under the Company’s Comerica Line in the ordinary course of business consistent with past practice practices or (including borrowings B) assumption, guarantee or endorsement by the Company of any obligations (other than performance obligations under pre-existing credit facilitiescontracts entered into by the Company or its Subsidiary in the ordinary course of business) of any other person, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million),each case; (viiiiv) any creation or assumption by the Company or its Subsidiary of any Lien (other than a Permitted Lien) on any material asset thereof; (v) any making of any loan, advance or advance, capital contributions to contribution or investment in any person by the Company or its Subsidiary in excess of $50,000 individually, or in excess of $100,000 in the aggregate; (vi) any material change in any accounting policies or practices by the Company or its Subsidiary except as required by GAAP or applicable Law; or (vii) any (A) employment, consulting, independent contractor, deferred compensation, severance, retirement or other than similar agreement entered into with any director, officer, consultant, independent contractor, partner or employee of the Company or its Subsidiary (or any material amendment to any such existing agreement), (B) any grant or agreement to grant any option, stock, bonus, deferred compensation, severance or termination pay to any director, officer, consultant, independent contractor, partner or employee of the Company or its Subsidiary, or (C) change in compensation or benefits payable to any director, officer, consultant, independent contractor, partner or employee of the Company or its Subsidiary, except, in each case, in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments madebusiness, or any single or related series of contracts or agreements entered into, as required by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)applicable Law.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents or filed and publicly available prior to the date of the Agreement (the "Company Filed SEC Documents"), and except as set forth on Schedule 4.8disclosed in the Company's financial statements dated as of December 31, 1996 audited by Ernst & Young LLP (the "Company 1996 Financial Statements") (a copy of which has been delivered to Parent by the Company), and except as contemplated by Section 7.04, since September 27December 31, 19971996, the Company and its subsidiaries have conducted their business respective businesses only in the ordinary course consistent course, and there has not been any material adverse change (as defined in Section 10.03) with past practice, and, except respect to the Company. Except as disclosed in the ordinary course of business consistent with past practiceCompany Filed SEC Documents or the Company 1996 Financial Statements, since December 31, 1996, there has not been: been (i) any event, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's its capital stock or any repurchaseredemption, redemption purchase or other acquisition by the Company or of any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, stock, (iiiii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, , (iviii) (Aw) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefitscompensation, except for grants to employees who are not officers or directors in the ordinary course of business (including in connection with promotions) consistent with past practice, (Bx) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay pay, except as part of a standard employment package to any person promoted or hired (but not including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-upfive most senior officers), (y) except for grants to employees who are not officers or directors employment arrangements in the ordinary course of business consistent with past practicepractice with employees other than any executive officer of the Company, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement with any such employee or arrangement with executive officer or for the benefit (z) except as contemplated by Section 7.04, any increase in or establishment of any such current bonus, insurance, deferred compensation, pension, retirement, profit-sharing, stock option (including the granting of stock options, stock appreciation rights, performance awards or former director, officer restricted stock awards or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification amendment of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi).existing

Absence of Certain Changes or Events. Except Since December 31, 2003, except as contemplated by this Agreement or any other Transaction Agreement or as disclosed in the any Company SEC Documents Report or as set forth on in Schedule 4.8, since September 27, 19973.09, the Company and its subsidiaries the Subsidiaries have conducted their business only businesses in the ordinary course consistent with past practiceOrdinary Course and there has not been (a) any event or events having, andor reasonably likely to have, except individually or in the aggregate, a Company Material Adverse Effect, (b) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice, there has not been: (ic) any evententry by the Company or any Subsidiary into any commitment or transaction except in the ordinary course of business and consistent with past practice, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (iid) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to of any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any redemption, purchase or other acquisition of any of its subsidiaries, securities, (iiie) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, , (ivf) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors insofar as may have been disclosed in the ordinary course of business consistent with past practiceSEC Filings or required by a change in GAAP, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by practices, (g) any making or revocation of any material Tax elections or any settlement or compromises of any material federal, state, foreign or local Tax liability or any waivers or extensions of the Company statute of limitations in respect of such Taxes, (h) any making of loans, advances or capital contributions to, or investments in, any Person or payment of any fees or expenses to any of the Company's shareholders or any Affiliate of any of such shareholders; (i) any mortgage or pledge of any Lien of any of its subsidiaries, (vi) any amendmentassets, waiver or modification acquisition of any material term assets or sale, assignment, transfer, conveyance, lease or other disposition of any outstanding security assets of the Company or any Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice business, (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viiij) any making discharge or satisfaction of any loanLien, advance or capital contributions to payment of any obligation or investment in any person other than liability (fixed or contingent), except in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments madeOrdinary Course and which, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, would not be material to the Company and its subsidiaries Subsidiaries taken as a whole; (k) any cancellation or compromises of any debt or claim or amendment, cancellation, termination relinquishment, waiver or release of any contract or right except in the Ordinary Course and which, in the aggregate, would not be material to the Company and its Subsidiaries taken as a whole; (l) any material delay in making any capital expenditure for an approved capital project as set forth in the Company's budget in excess of $25,000 individually or $100,000 in the aggregate, or the making or commitment to make any capital expenditures or capital additions or betterments in excess of $100,000 individually or $250,000 in the aggregate; (m) any incurrence of any indebtedness for borrowed money in an amount in excess of $25,000 in the aggregate; (n) any grant of any license or sublicense of any rights under or with respect to any Intellectual Property, other than transactions and commitments pursuant to customer contracts entered into in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or Ordinary Course; (xiio) any agreementinstitution or settlement of any material Legal Proceeding; (p) other than pursuant to the contracts referred to in Section 3.11, commitmentany increase in or establishment of any bonus, arrangement insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or undertaking by restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any of its subsidiaries Subsidiary, except for salary increases and benefit accruals in the Ordinary Course, or (q) any agreement to perform any action described do anything set forth in clauses (i) through (xi)this Section 3.09.

Absence of Certain Changes or Events. Except (a) Since December 31, 2005, there has not been any change, event or occurrence which has or has had, or would reasonably be expected to have, a Material Adverse Effect. (b) Since December 31, 2005, except as disclosed in the SEC Documents contemplated by this Agreement or as set forth on Schedule 4.8, since September 27, 1997in Section 3.9(b) of the Company Disclosure Schedule, the Company and its subsidiaries have conducted their business only in the ordinary course consistent with past practice, practice and, except in the ordinary course of business consistent with past practicesince such date, there has not been: been (i) any event, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock stock, property or property) with otherwise in respect to any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company ’s or any of its subsidiaries, ’ capital stock, except for any dividend or distribution by a subsidiary of the Company; (iiiii) any adjustmentredemption, split, combination repurchase or reclassification other acquisition of any shares of capital stock of the Company of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, subsidiaries; (iv) (Aiii)(A) any granting by the Company or any of its subsidiaries to any current of their directors, officers or former director, officer or employee of the Company or any of its subsidiaries employees of any material increase in compensation or fringe benefits, except for grants to employees who are not officers or directors increases in the ordinary course of business consistent with past practicerespect to employees who are not directors or officers or as required under any Company Plan, (B) any granting by the Company or any of its subsidiaries to any such director, director or officer or employee of the right to receive any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of not provided for under any tax gross-up)Company Plan, except as required by applicable law, (C) any granting to any employee of the right to receive any severance or termination pay not provided for grants to employees who are not officers or directors under any Company Plan, except in the ordinary course of business consistent with past practice, or (CD) any entry by the Company or any of its subsidiaries into any employment, deferred compensationconsulting, severance or termination agreement with any director or arrangement with officer of the Company or for the benefit its subsidiaries (or any other employee outside of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, ), or any material amendment of any Company Plan; (iv) any material change by the Company in its accounting principles, except as may be appropriate to conform to changes in statutory or regulatory accounting rules or generally accepted accounting principles or regulatory requirements with respect thereto; (v) any change in accounting methods, principles material Tax election made by the Company or practices any of its subsidiaries or any settlement or compromise of any material Tax liability by the Company or any of its subsidiaries, ; or (vi) any amendment, waiver or modification of any material term of any outstanding security of change in tax accounting principles by the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee except insofar as may have been required by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)applicable law.

Absence of Certain Changes or Events. Except as disclosed in the SEC Documents or as set forth on in Section 3.9 of the Company Schedule 4.8or in the Unaudited Financial Statements, since September 27December 31, 1997, the Company and its subsidiaries have conducted their business only in the ordinary course consistent with past practice, and, except in the ordinary course of business consistent with past practice2004, there has not been: : (i) any eventMaterial Adverse Effect on the Company and no event has occurred or circumstance has arisen that, occurrence in combination with any event or development of a state of circumstances which has had circumstance, would or would reasonably be expected to have result in a Material Adverse Effect, , (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) with in respect to of, any of the Company's ’s capital stock stock, or any repurchasepurchase, redemption or other acquisition by the Company or of any of its subsidiaries of any outstanding shares of the Company’s capital stock or any other securities of the Company or any of its subsidiaries, options, warrants, calls or rights to acquire any such shares or other securities, (iii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Company’s capital stock, , (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or fringe benefits, except for grants to employees who are not officers or directors in the ordinary course normal increases of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors cash compensation in the ordinary course of business consistent with past practice, or (C) any entry payment by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employeebonus, except with employees who are not officers or directors for bonuses made in the ordinary course of business consistent with past practice, , or any granting by the Company of any increase in severance or termination pay or any entry by the Company, except for any such entry in the ordinary course of business consistent with past practice, into any currently effective employment, severance, termination or indemnification agreement, or any entry by the Company into any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, (v) any change in accounting methods, principles or practices entry by the Company into any licensing or any of its subsidiaries, (vi) any amendment, waiver other agreement with regard to the acquisition or modification disposition of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset Intellectual Property other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company with respect to any Governmental Entity, (including borrowings under pre-existing credit facilitiesvi) any material change by the Company in its accounting methods, not resulting principles or practices, (vii) any change in total consolidated funded indebtedness as the auditors of the date Company, (vii) any issuance of this Agreement in excess capital stock of $200 million), the Company, (viii) any making revaluation by the Company of any loanof its assets, advance including, without limitation, writing down the value of capitalized inventory or capital contributions to writing off notes or investment in accounts receivable or any person sale of assets of the Company other than in the ordinary course of business consistent with past practice, business, (ix) any single material claims, suits, actions or related series of transactions proceedings commenced or commitments made, or any single or related series of contracts or agreements entered into, settled by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets material transaction or any merger or consolidation with any person on behalf of other material action taken by the Company or any of its subsidiaries (other than sales of inventory in outside the ordinary course of business in accordance or inconsistent with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)practices.

Absence of Certain Changes or Events. Except as disclosed in the SEC Documents filed and publicly available prior to the date of this Agreement and the 1999 Form 10-K (the "COMPANY FILED SEC DOCUMENTS") or as set forth on Schedule 4.8in Section 4.1(g) of the Disclosure Schedule, since September 27December 31, 19971998, the Company and has conducted its subsidiaries have conducted their business only in the ordinary course consistent with past practice, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) except for the restructuring announced by the Company in 1999 and described in Section 4.1(g) of the Disclosure Schedule, any event, occurrence or development of a state of circumstances which has had or would could reasonably be expected to have a Material Adverse Effect, , (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, , (iii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, , (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits or severance or termination pay or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practicepractice or as was required under employment, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration agreements or plans in the vesting effect as of Shares (or other property) or the provision of any tax gross-up)December 31, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice1998, or (CB) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, , (v) any damage, destruction or loss, whether or not covered by insurance, that has had or could reasonably be expected to have a Material Adverse Effect, (vi) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, , (vivii) any amendment, waiver or modification amendment of any material term of any outstanding security of the Company or any of its subsidiaries, , (viiviii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligationsthan in the ordinary course of business consistent with past practice, or but in no event in the amount of more than $1,000,000 in the aggregate, (ix) any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien Lien on any asset other than in the ordinary course of business consistent with past practice practice, but in no event in the amount of more than $1,000,000 for any one transaction or $5,000,000 in the aggregate, (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viiix) any making of any loan, advance or capital contributions to or investment in any person other than to a subsidiary that is wholly owned (other than director qualifying shares) or other than in the ordinary course of business consistent with past practice, , but in no event in the amount of more than $1,000,000 for any one transaction or $5,000,000 in the aggregate and other than investments in cash equivalents made in the ordinary course of business consistent with past practice, (ixxi) any single transaction or related series of transactions or commitments commitment made, or any single contract or related series of contracts or agreements agreement entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction relating to its assets or series of transactions, or any capital expenditures in excess of $20,000,000 in business (including the aggregate, (x) any acquisition or disposition of any assets or any the merger or consolidation with any person on behalf of the Company person) or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, case material to the Company and its subsidiaries taken as a whole, other representing commitments on behalf of the Company or any of its subsidiaries of more than transactions and commitments $1,000,000 for any transaction or $5,000,000 for any series of related transactions, or otherwise in the ordinary course of business consistent with past practice and those contemplated by the this Agreement, or (xii) any material labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any of its subsidiaries, which employees were not subject to a collective bargaining agreement at December 31, 1998, or any material lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees or (xiii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xixii).

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents or as set forth on in Schedule 4.83.07 of the Company Disclosure Schedule or as contemplated by this Agreement, since September 279, 19971995, the Company and its subsidiaries have conducted their business respective businesses only in the ordinary course consistent with past practicecourse, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any eventmaterial adverse change in the Company, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchase, redemption or other acquisition by than the Company or any of its subsidiaries of any outstanding regular quarterly dividends on the shares of capital stock or other securities of the Company or any of its subsidiaries, Common Stock, Convertible Preferred Stock and Class A Preferred Stock, (iii) any adjustment, split, combination or reclassification of any of its the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, , (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefitscompensation, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past prior practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up)pay, except for grants as part of a standard employment package to employees who are not officers any person promoted or directors hired, (C) except termination arrangements in the ordinary course of business consistent with past practicepractice with employees other than any executive officer of the Company, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current officer, or former director(D) any material modifications to any existing Company Benefit Plans (as defined in Section 3.10) other than such modifications required by law, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably would be expected to have a material adverse effect on the Company or (vi) any change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities or any of its subsidiaries, (vi) any amendmentbusiness, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee except insofar as may have been required by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than a change in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)generally accepted accounting principles.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and except as disclosed in the SEC Documents permitted by Section 4.1(a) or as set forth on Schedule 4.8in Section 3.1(g) of the Decor Disclosure Schedule, since September 2730, 1997, the Company Decor and its subsidiaries have conducted their business only in the ordinary course consistent with past practiceor as disclosed in any Decor SEC Document filed since such date and prior to the date hereof, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any eventmaterial adverse change (as defined in Section 8.3) in Decor, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the CompanyDecor's capital stock or any repurchasestock, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any of its Decor's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Decor's capital stock, , except for issuances of Decor Common Stock upon conversion of Decor Convertible Securities or upon the exercise of Decor Employee Stock Options, in each case awarded prior to the date hereof in accordance with their present terms or issued pursuant to Section 4.1(a), (iv) (Aiv)(A) any granting by the Company Decor or any of its subsidiaries to any current or former director, executive officer or other key employee of the Company Decor or any of its subsidiaries of any material increase in compensation compensation, bonus or other benefits, except for grants to employees who are not officers or directors normal increases as a result of promotions, normal increases of base pay in the ordinary course of business consistent with past practiceor as was required under any employment agreements in effect as of September 30, 1997, (B) any granting by the Company Decor or any of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practicepay, or (C) any entry by the Company Decor or any of its subsidiaries into into, or any amendment of, any employment, deferred compensation, severance consulting, severance, termination or termination indemnification agreement or arrangement with or for the benefit of any such current or former director, executive officer or key employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) except insofar as may have been disclosed in Decor SEC Documents filed and publicly available prior to the date of this Agreement (as amended to the date hereof, the "Decor Filed SEC Documents") or required by a change in GAAP, any change in accounting methods, principles or practices by Decor materially affecting its assets, liabilities or business, (vi) except insofar as may have been disclosed in the Company Decor Filed SEC Documents, any tax election that individually or in the aggregate would have a material adverse effect on Decor or any of its subsidiaries, (vi) tax attributes or any amendment, waiver settlement or modification compromise of any material term of any outstanding security of the Company income tax liability, or any of its subsidiaries, (vii) any incurrence, assumption or guarantee action taken by the Company Decor or any of its the Decor subsidiaries of any material indebtedness for borrowed money or other material obligationsduring the period from September 30, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of 1997 through the date of this Agreement in excess that, if taken during the period from the date of $200 million), (viii) any making this Agreement through the Effective Time would constitute a breach of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xiSection 4.1(a).

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as set forth on Schedule 4.8disclosed in Section 3.7 of the Company Letter, since September 27October 31, 1997, 1997 (A) the Company and its subsidiaries Subsidiaries have conducted their business only not incurred any material liability or obligation (indirect, direct or contingent) or, through the date hereof, entered into any material oral or written agreement or other transaction that is not in the ordinary course consistent of business or that would result in a Material Adverse Effect on the Company, (B) the Company and its Subsidiaries have not sustained any loss or interference with past practicetheir business or properties from fire, andflood, windstorm, accident or other calamity (whether or not covered by insurance) that has had a Material Adverse Effect on the Company, (C) through the date hereof, there has been no change in the capital stock of the Company except for the issuance of shares of the Company Common Stock pursuant to Company Stock Options and no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock, (D) there has not been (x) any granting by the Company or any of its Subsidiaries to any officer of the Company or any of its Subsidiaries of any increase in compensation, except in the ordinary course of business consistent with past practice, there has not been: (i) any event, occurrence prior practice or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether as was required under employment agreements in cash, stock or property) with respect to any effect as of the Company's capital stock or any repurchase, redemption or other acquisition by date of the most recent audited financial statements included in the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, SEC Documents, (iii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (Ay) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries Subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including agreements in effect as of the acceleration date of the most recent audited financial statements included in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, Company SEC Documents or (Cz) any entry by the Company or any of its subsidiaries Subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current officer and (E) there has been no event causing a Material Adverse Effect on the Company, nor any development that would, individually or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person , result in a Material Adverse Effect on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)Company.

Absence of Certain Changes or Events. Except (i) as disclosed in the SEC Documents or filed and publicly available not later than two days prior to the date hereof (the "Filed SEC Documents"), (ii) as set forth on Schedule 4.8in Section 3.06 of the Company Disclosure Schedule, or (iii) for the Merger, since September 27, 1997the Balance Sheet Date, the Company and its subsidiaries have conducted carried on and operated their business only respective businesses in the ordinary course consistent with past practice, and, except all material respects in the ordinary course of business consistent with past practice, and there has not been: occurred any: (ia) any event, occurrence event or development of a state of circumstances which change that has had or would reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, , (iib) sale or other disposition of or pledge or other encumbrance upon a material amount of property or other assets or any Real Property Lease as defined in Section 3.13 herein of the Company or any of its subsidiaries, except sales of inventory in the ordinary course of business consistent with past practice, (c) declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any class of capital stock of the Company's capital stock Company or any of its subsidiaries (other than dividends by a direct or indirect wholly owned subsidiary of the Company to its parent), or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock of the Company, (d) split, combination or other securities reclassification of any capital stock of the Company, (e) change in financial or tax accounting methods, principles or practices by the Company or its subsidiaries, except insofar as may have been required by a change in GAAP or applicable Law, (f) material Tax election inconsistent with past practices or the settlement or compromise of any material Tax liability, (g) damage, destruction or loss of any material asset of the Company or any of its subsidiaries, (iii) subsidiaries which materially affects the use or value thereof or a material part of any adjustment, split, combination improvement Leased by the Company or reclassification of any of its capital stock subsidiaries pursuant to the Real Property Lease and which damage, destruction or loss is not covered by insurance, subject to reasonable deductible limits (it being agreed that the existence, level and coverage of insurance, if any, shall be taken into account but shall not be determinative for purposes of determining whether any damage, destruction or loss is material or would result in a Company Material Adverse Effect), (h) grant by the Company or any issuance or the authorization of its subsidiaries to any officer of any issuance increase in compensation, except as was required under any employment agreements set forth on Section 3.06(h) of any other securities in respect ofthe Company Disclosure Schedule, in lieu copies of which have been made available to OJSAC and Amazing Savings, or in substitution for shares of its capital stock, (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefitscompensation, except for grants to employees who are not officers or directors normal increases in the ordinary course of business consistent with past practice, (Bi) any granting grant by the Company or any of its subsidiaries to any such director, officer or employee of any increase in (or acceleration of vesting or payment of) severance or termination pay (including pay, except as was required under any employment, severance or termination agreements set forth on Section 3.06(i) of the acceleration Company Disclosure Schedule, copies of which have been made available to OJSAC and Amazing Savings, or any grant by the Company or any of its subsidiaries to any employee other than an officer of any increase in the vesting of Shares (or other propertyacceleration of vesting or payment of) severance or the provision of any tax gross-up)termination pay, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (Cj) any entry by the Company or any of its subsidiaries into any (or amendment of any existing) employment, deferred compensation, severance or termination agreement with any officer, (k) establishment, adoption, amendment or arrangement with modification of, or for the benefit increase of benefits under, any plan that would constitute a Company Plan (as hereinafter defined) or (l) acceleration of vesting of any such current or former director, officer or employeeOption, except with employees who are not officers or directors acceleration previously provided for in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)Stock Plan.

Absence of Certain Changes or Events. Except as disclosed in the Filed SEC Documents or as set forth on Schedule 4.8Documents, since September 27the date of the most recent audited financial statements included in the Filed SEC Documents, 1997, each of the Company and the Company Subsidiaries has conducted its subsidiaries have conducted their business only in the ordinary course consistent with past practice, and, except in the ordinary course of business consistent with past practice, and there has not been: (ia) any event, occurrence change or development of a state of circumstances which that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect,; (iii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock, property or otherwise) in respect of, any capital stock or property) with respect to any of the Company's capital stock Company or any Company Subsidiary, other than dividends and distributions by a direct or indirect wholly owned subsidiary of the Company to its parent or (ii) any repurchase, redemption or other acquisition by the Company or any of its subsidiaries Company Subsidiary of any outstanding shares of capital stock or other equity securities of of, or other ownership interests in, the Company or any of its subsidiaries,Company Subsidiary or any other securities thereof or any rights, options, warrants or calls to acquire any such shares or other securities; (iiic) any adjustment, split, combination or reclassification of any of its capital stock of the Company or any Company Subsidiary or any issuance of, or the authorization of any issuance of of, any other securities in respect of, in lieu of or in substitution for for, shares of its capital stock,stock of the Company or any Company Subsidiary; (ivd) (Ai) any granting by the Company or any of its subsidiaries Company Subsidiary to any current or former director, officer or employee of the Company or any of its subsidiaries Company Subsidiary of any material increase in compensation or benefitspay any bonus, except for grants to employees who are not officers or directors increases of cash compensation in the ordinary course of business consistent to the extent required under employment agreements (or in the case of any employee not covered by an employment agreement to the extent granted in accordance with past practicethe Company's employment compensation policies) in each case in effect as of the date of the most recent audited financial statements included in the Filed SEC Documents, (Bii) any granting by the Company or any of its subsidiaries Company Subsidiary to any such current or former director, officer or employee of any increase in severance or termination pay pay, except to the extent required under any agreement (including the acceleration or in the vesting of Shares (or other property) or the provision case of any tax gross-up), except for grants employee not covered by an employment agreement to employees who are not officers or directors the extent granted in accordance with the Company's employment compensation policies) in each case in effect as of the date of the most recent audited financial statements included in the ordinary course of business consistent with past practice, Filed SEC Documents or (Ciii) any entry by the amendment or modification to any Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice,Stock Option; (ve) any change in financial or tax accounting methods, principles or practices by the Company or any of its subsidiaries,Company Subsidiary except insofar as may have been required by a change in GAAP or Law; (vif) any amendment, waiver material Tax election by the Company or modification any Company Subsidiary or settlement or compromise by the Company or any Company Subsidiary of any material Tax liability or refund; (g) any amendment of any term of any outstanding security of the Company or any Company Subsidiary that would increase the obligations of its subsidiaries,the Company or such Company Subsidiary under such security; (viih) any incurrence, assumption or guarantee by the Company or any of its subsidiaries Company Subsidiary of any material indebtedness for borrowed money or other material obligations, or than in the ordinary course of business; (i) any creation or assumption by the Company or any of its subsidiaries Company Subsidiary of any encumbrance or lien Lien on any asset of the Company or any Company Subsidiary other than in the ordinary course of business; (j) any making of any loans, advances or capital contributions to, or investments in, any other person, other than to the Company or any direct or indirect wholly-owned subsidiary of the Company; (i) any direct or indirect acquisition by the Company or any Company Subsidiary, or agreement to acquire, by merging or consolidating with, or by purchasing or by any other manner, any equity interest in, business of or any substantial portion of the assets of, any person or any acquisition by the Company or any Company Subsidiary of any assets that are material to the Company and the Company Subsidiaries, (ii) any sale, lease, license, Lien or other disposition of any intellectual property or other material assets of the Company or any Company Subsidiary, other than sales and licenses of products to customers in the ordinary course of business, (iii) any incurrence or agreement to incur any new capital expenditures by the Company or any Company Subsidiary that are in excess of $1,000,000 in any calendar quarter or (iv) any assignment, termination or relinquishment by the Company or any Company Subsidiary of any contract, license or other right with a value in excess of $250,000; (l) any other transaction, Contract or commitment of the Company or any Company Subsidiary other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person and on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, an arm's length basis; or (xiim) any agreementauthorization, commitment, arrangement commitment or undertaking by the Company or any of its subsidiaries agreement to perform take any action described referred to in clauses (iSections 4.8(a) through (xi4.8(l).

Absence of Certain Changes or Events. Except as disclosed in the SEC Documents or as set forth on Schedule 4.83.9, since September 27December 31, 19971998, the Company ------------ and its subsidiaries Subsidiaries (only from the date such Subsidiary was acquired by the Company) have conducted their business respective businesses only in the ordinary course consistent with past prior practice, and, except in the ordinary course of business consistent with past practice, and there has not been: been (ia) any eventmaterial adverse change, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (iib) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchasestock, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iiic) any adjustment, split, combination or reclassification of any of its the capital stock of the Company or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock,stock of the Company, (d) any incurrence, assumption or guarantee by the Company or any Subsidiary of any indebtedness for borrowed money, other than in the ordinary course of business and in amounts and on terms consistent with past practices; (e) (iv) (Ai) any granting by the Company or any of its subsidiaries Subsidiary to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practicecompensation, (Bii) any granting by the Company or any of its subsidiaries Subsidiary to any such directorofficer, officer director or consultant or an employee who earned more than $200,000 in the most recent fiscal year or is currently earning (on an annualized basis) more than $200,000 (in salary, bonus and other cash compensation), of any material increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (Ciii) any entry by the Company or any of its subsidiaries Subsidiary into any employmentwritten or oral employment agreement, deferred compensation, or any severance or termination agreement or arrangement with any officer, director or for the benefit of any such current consultant or former director, officer or employee, except with employees an employee who are not officers or directors earned more than $200,000 in the ordinary course of business consistent with past practice, most recent fiscal year or is currently earning (von an annualized basis) more than $200,000 (in salary, bonus and other cash compensation), (f) any damage, destruction or loss to property, whether or not covered by insurance, that, individually or in the aggregate, has not been cured and may be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, (g) any material change in accounting methods, principles or practices by the Company or any of its subsidiaries, Subsidiary other than those required by GAAP, (vih) any amendment, waiver delivery of a notice of non-renewal or modification of any material term of any outstanding security of other failure to renew Contracts between the Company or any of Subsidiary, on the one hand, and its subsidiaries, customers, on the other hand, which are material, individually or in the aggregate or (viii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries loss of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of employee who earned more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 200,000 in the aggregate, most recent fiscal year (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice salary, bonus and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xicash compensation).

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents or filed prior to the date of this Agreement and publicly available, since December 31, 1997 and except as set forth on Schedule 4.8, since September 27, 1997in Section 3.1(g) of the Company Disclosure Schedule, the Company and has conducted its subsidiaries have conducted their business only in the ordinary course consistent with past prior practice, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any event, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, Change in the Company, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchasestock, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, , (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of (A) any material increase in compensation or benefits(B) any right to participate in (by way of bonus or otherwise) the profits of the Company or any of its subsidiaries, except for grants to employees who are not officers or directors except, in each case, in the ordinary course of business consistent with past practiceprior practice or as was required under employment agreements or salary or wage policies in effect as of the date of the most recent audited financial statements included in the Company SEC Documents filed prior to the date of this Agreement (a list of all such employment agreements being set forth in Section 3.1(g) of the Company Disclosure Schedule), (Bv) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including pay, except as was required under employment, severance or termination agreements in effect as of the acceleration date of the most recent audited financial statements included in the vesting Company SEC Documents filed prior to the date of Shares this Agreement and publicly available, (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (Cvi) any entry into, or renewal or modification, by the Company or any of its subsidiaries into subsidiaries, of any employment, deferred compensationconsulting, severance or termination agreement with any officer, director or arrangement with employee of the Company or for any of its subsidiaries, (vii) any damage, destruction or loss, whether or not covered by insurance, that has or could have a Material Adverse Effect on the benefit of any such current or former directorCompany, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (vviii) any change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities or any of its subsidiaries, business, or (viix) any amendmentother action taken since September 30, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee 1998 by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligationswhich, or any creation or assumption if Section 4.1(a) had then been in effect, would have been prohibited by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice such Section if taken without Parent's consent (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any no agreement, commitmentunderstanding, arrangement obligation or undertaking by the Company or commitment to take any of its subsidiaries to perform any such action described in clauses (i) through (xiexists).

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "FILED COMPANY SEC DOCUMENTS") or as set forth on Schedule 4.8in the Company Disclosure Letter, since September 27, 1997from the date of the most recent audited financial statements included in the Filed Company SEC Documents to the date of this Agreement, the Company and has conducted its subsidiaries have conducted their business only in the ordinary course consistent with past practicecourse, and, except in the ordinary course of business consistent with past practice, and during such period there has not been: (i) any event, occurrence change, effect or development of a state of circumstances which that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect,; (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock Company Capital Stock or any repurchase, redemption or other acquisition repurchase for value by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries,Capital Stock; (iii) any adjustment, split, combination or reclassification of any of its capital stock Company Capital Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock,Company Capital Stock; (iv) (A) any granting by the Company or any of its subsidiaries Company Subsidiary to any current or former director, officer or employee of the Company or any of its subsidiaries Company Subsidiary of any material increase in compensation or benefitscompensation, except for grants to the extent required under employment agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEC Documents or, with respect to employees who are not (other than directors, officers or directors key employees) in the ordinary course of business consistent with past practiceprior practice and except for Company Stock Options that are reflected as outstanding in clause (iii) of Section 3.03, (B) any granting by the Company or any of its subsidiaries Company Subsidiary to any such director, officer or employee of any material increase in severance or termination pay (including pay, except as was required under any employment, severance or termination policy, practice or agreements in effect as of the acceleration date of the most recent audited financial statements included in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, Filed Company SEC Documents or (C) any entry by the Company or any of its subsidiaries into Company Subsidiary into, or any amendment of, any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except for such agreements or amendments with employees who are not (other than directors, officers or directors key employees) that are entered into in the ordinary course of business consistent with past prior practice,; (v) any termination of employment or departure of any officer, material scientist or other key employee of the Company or any Company Subsidiary; (vi) any change in accounting methods, principles or practices by the Company or any Company Subsidiary materially affecting the consolidated assets, liabilities or results of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security operations of the Company or any of its subsidiaries,Company, except insofar as may have been required by a change in GAAP; or (vii) any incurrence, assumption or guarantee material elections with respect to Taxes (as defined in Section 3.09) by the Company or any of its subsidiaries of any material indebtedness for borrowed money Company Subsidiary or other material obligations, settlement or any creation or assumption compromise by the Company or any of its subsidiaries Company Subsidiary of any encumbrance material Tax liability or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)refund.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and except as permitted by Section 4.1(a), or as disclosed in any Company SEC Document filed and publicly available prior to the date hereof (as amended to the date hereof, "Company Filed SEC Documents or as set forth on Schedule 4.8Documents") since January 1, since September 27, 19972000, the Company and its subsidiaries have conducted their business only in the ordinary course consistent with past practicecourse, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any eventmaterial adverse change in the Company, occurrence including, but not limited to, any material adverse change arising from or development of a state of circumstances which has had relating to fraudulent or would reasonably be expected to have a Material Adverse Effect, unauthorized activity, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchasestock, redemption or other acquisition by than regular quarterly cash dividends on the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of Common Stock and dividends payable on the Company or any of its subsidiaries, Preferred Stock in accordance with their terms, (iii) any adjustment, split, combination or reclassification of any of its the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its the Company's capital stock, , except for issuances of Company Common Stock upon the exercise of Company Stock Options, in each case awarded prior to the date hereof in accordance with their present terms, (iv) prior to the date hereof (A) any granting by the Company or any of its subsidiaries to any current or former director, executive officer or other key employee of the Company or any of its subsidiaries of any material increase in compensation compensation, bonus or other benefits, except for grants to employees who are not officers or directors increases in the ordinary course of business consistent with past practicebusiness, (B) any granting by the Company or any of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practicepay, or (C) any entry by the Company or any of its subsidiaries into into, or any amendment of, any employment, deferred compensation, severance consulting, severance, termination or termination indemnification agreement or arrangement with or for the benefit of any such current or former director, executive officer or key employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) except insofar as may have been disclosed in Company Filed SEC Documents or required by a change in GAAP or SAP, any material change in accounting methodsmethods (or underlying assumptions), principles or practices by the Company affecting its assets, liabilities or business, including without limitation, any of its subsidiaries, reserving, renewal or residual method, practice or policy, (vi) any amendment, waiver or modification of any material term of any outstanding security of tax election by the Company or its subsidiaries or any settlement or compromise of any income tax liability by the Company or its subsidiaries, , except as would not be required to be disclosed in the Company SEC Documents, (vii) any incurrencematerial change in actuarial, assumption pricing, or guarantee by the Company or any of its subsidiaries of investment policies, (viii) any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset insurance transaction other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single agreement or related series of transactions commitment (contingent or commitments made, or any single or related series of contracts or agreements entered into, by the Company or otherwise) to do any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)foregoing.

Absence of Certain Changes or Events. Except Since July 31, 2004, except as disclosed in the SEC Documents or as set forth on Schedule 4.8, since September 27, 1997contemplated by this Agreement, the Company and its subsidiaries have conducted their business only in the ordinary course consistent with past practice, and, except in the ordinary course of business consistent with past practicesince such date, there has not been: : (i) any change, event, condition, development or occurrence or development of a state of circumstances which has had had, or would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, ; (ii) prior to the date of this Agreement, any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock stock, property or property) with otherwise in respect to any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company ’s or any of its subsidiaries subsidiaries’ capital stock, except for (x) regular quarterly cash dividends on Company Common Stock and (y) any dividend or distribution by a subsidiary of the Company to the Company or a direct or indirect wholly-owned subsidiary of the Company; (iii) prior to the date of this Agreement, any redemption, repurchase or other acquisition of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, ; (iv) prior to the date of this Agreement, (Ax) any granting by the Company or any of its subsidiaries to any current of their directors, officers, employees, independent contractors or former director, officer or employee of the Company or any of its subsidiaries consultants of any material increase in compensation or fringe benefits, except for grants to employees who are not officers or directors increases in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants respect to employees who are not directors or officers or directors in increases required under any Company Plan, (y) any granting to any director, officer, employee, independent contractor or consultant of the ordinary course Company or its subsidiaries of business consistent with past practicethe right to receive any severance or termination pay not provided for under any Company Plan, or (Cz) any entry by the Company or any of its subsidiaries into any employment, deferred compensationconsulting, change of control or severance or termination agreement or arrangement with any director, officer, employee, independent contractor or for consultant of the benefit Company or its subsidiaries, or any material amendment of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, Company Plan; (v) prior to the date of this Agreement, any material change by the Company in its accounting methodsprinciples, except as may be appropriate to conform to changes in statutory or regulatory accounting rules or generally accepted accounting principles or practices regulatory requirements with respect thereto; (vi) prior to the date of this Agreement, any material Tax election made or revoked by the Company or any of its subsidiaries or any settlement or compromise of any material Tax liability by the Company or any of its subsidiaries, ; or (vivii) any amendmentprior to the date of this Agreement, waiver or modification of any material term of any outstanding security of change in tax accounting principles by the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee except insofar as may have been required by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)applicable law.

Absence of Certain Changes or Events. Except as disclosed in the LIN SEC Documents Document or the LIN Disclosure Letter, or as set forth on Schedule 4.8otherwise agreed to in writing after the date hereof by Chancellor, or as expressly permitted by this Agreement, since September 27the date of the most recent audited financial statements of LIN Holdings contained in the LIN SEC Document, 1997, the Company LIN and its subsidiaries have conducted their business only in the ordinary course consistent with past practicecourse, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any event, occurrence or development of a state of circumstances change which has had or would could reasonably be expected to have a LIN Material Adverse Effect, Effect (including as a result of the consummation of the transactions contemplated by this Agreement), (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the CompanyLIN's outstanding capital stock or any repurchasestock, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any of its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock, , (iv) (Ax) any granting by the Company LIN or any of its subsidiaries to any current or former director, officer or other employee or independent contractor of the Company LIN or any of its subsidiaries of any material increase in compensation or acceleration of benefits, except for grants in the ordinary course of business consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements of LIN Holdings contained in the LIN SEC Document, (y) any granting by LIN or any of its subsidiaries to employees who are not officers any director, officer or directors other employee or independent contractor of any increase in, or acceleration of benefits in respect of, severance or termination pay, or pay in connection with any change of control of LIN, except in the ordinary course of business consistent with prior practice or as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements of LIN Holdings contained in the LIN SEC Document, or (z) any entry by LIN or any of its subsidiaries into any employment, severance, change of control, or termination or similar agreement with any director, executive officer or other employee or independent contractor other than in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practicepractices, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company LIN or any of its subsidiaries of any material indebtedness for borrowed money materially affecting its assets, liability or other material obligationsbusiness, or any creation or assumption except insofar as may have been required by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than a change in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)generally accepted accounting principles.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Filed Company SEC Documents") or as set forth on Schedule 4.8in Section 3.07 of the Company Disclosure Letter, since September 27December ------------ 31, 19972000, the Company and has conducted its subsidiaries have conducted their business only in the ordinary course consistent with past practiceof business, and, except in the ordinary course of business consistent with past practice, and there has not been: (ia) any event, occurrence change, occurrence, effect or development of a state of circumstances which that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect,; (iib) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock stock, property or propertyotherwise) with respect to any of the Company's Company capital stock or any repurchase, redemption or other acquisition by the Company or any Subsidiary of its subsidiaries the Company of any outstanding shares of capital stock or other equity securities of of, or other ownership interests in, the Company or any Subsidiary of its subsidiaries,the Company, except as to unvested shares of Company Common Stock repurchasable by the Company, at the purchase price paid per share, upon the termination of service of the holders of those shares pursuant to the Company Stock Option Plans; (iiic) any adjustment, split, combination or reclassification of any of its Company capital stock or any issuance of or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for for, shares of its Company capital stock,; (ivd) (Ai) any granting grant by the Company or any Subsidiary of its subsidiaries the Company to any current or former director, officer or employee of the Company or any Subsidiary of its subsidiaries the Company of any material increase in compensation compensation, bonus or other benefits, except for grants except, with respect to employees who are not officers and directors of the Company or directors any of its Subsidiaries, normal increases in the ordinary course of business consistent or in connection with past practicethe hiring or promotion of any such employee, (Bii) any granting grant by the Company or any Subsidiary of its subsidiaries the Company to any such director, officer or employee of any increase in severance severance, change of control or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practicebenefits, or (Ciii) any entry by the Company or any Subsidiary of its subsidiaries into the Company into, or any amendment of, any employment, consulting, deferred compensation, severance indemnification, severance, change of control or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except except, with respect to employees who that are not officers or and directors of the Company, in the ordinary course of business consistent with past practice,business; (ve) any change in accounting methods, principles or practices by the Company or any Subsidiary of its subsidiaries,the Company, except for such changes as may have been required by a change in GAAP; (vif) any amendment(i) material elections with respect to Taxes by the Company or any Subsidiary of the Company, waiver (ii) settlement or modification compromise by the Company or any Subsidiary of the Company of any material Tax liability or refund or (iii) assessment of a material Tax against the Company or any Subsidiary of the Company by any Governmental Entity; (g) any amendment of any term of any outstanding security of the Company or any Subsidiary of its subsidiaries,the Company that would materially increase the obligations of the Company or any Subsidiary of the Company under such security; (viih) any incurrence, assumption or guarantee by the Company or any Subsidiary of its subsidiaries the Company of any material indebtedness for borrowed money or money, other material obligations, or than in the ordinary course of business; (i) any creation or assumption by the Company or any Subsidiary of its subsidiaries the Company of any encumbrance or lien material Lien on any material asset of the Company or any Subsidiary of the Company, other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million),business; (viiij) any making of any loan, advance or capital contributions contribution to or investment in any person by the Company or any Subsidiary of the Company other than (i) in connection with any acquisition or capital expenditure permitted by Section 5.01, or (ii) loans or advances to employees of the Company or any Subsidiary of the Company made in the ordinary course of business and (iii) transactions between the Company and one or more of its wholly-owned Subsidiaries; (i) any acquisition by the Company or any Subsidiary of the Company 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 manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or any acquisition by the Company or any Subsidiary of the Company of any assets (other than inventory) that are material to the Company, (ii) any sale, lease, license, encumbrance or other disposition of material assets of the Company or any Subsidiary of the Company, other than sales of products to customers in the ordinary course of business, (iii) any incurrence of capital expenditures by the Company or any Subsidiary of the Company other than in the ordinary course of business consistent with past practice, business, or (ixiv) any single modification, amendment, assignment, termination or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any Subsidiary of its subsidiaries the Company of any contract Contract, license or other rightright that, individually or in either casethe aggregate with all such modifications, amendments, assignments, terminations and relinquishments, would reasonably be expected to have a Company Material Adverse Effect; (l) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any Subsidiary of the Company that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (m) any entry by the Company or any Subsidiary of the Company into any commitment or transaction material to the Company and its subsidiaries taken as a whole, (other than commitments or transactions and commitments entered into in the ordinary course of business consistent with past practice and those contemplated by the Agreement, orbusiness); (xiin) as of the date hereof, any agreement, commitment, arrangement or undertaking revaluation by the Company or any Subsidiary of the Company of any of its subsidiaries material assets, including but not limited to perform writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; or (o) any agreement, commitment or undertaking to take any action described referred to in clauses (iSections 3.07(a) through (xi3.07(n).. ---------------- -------

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents Reports or as set forth on Schedule 4.8contemplated by this Agreement, since September 27June 30, 19971999, the Company and has conducted its subsidiaries have conducted their business only in the ordinary course consistent with past practicecourse, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any event, occurrence or development of a state of circumstances which has had or change that would reasonably be expected to have a Company Material Adverse Effect, ; (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock stock, or any repurchaseredemption, redemption purchase or other acquisition by the Company or of any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, stock, (iii) any adjustment, split, combination or reclassification of any of its the Company's capital stock or, except with respect to the Company Stock Options and ESPP Options described in Section 4.2 or after the date hereof, as expressly permitted by Section 6.1(a)(ii) hereof, any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its the Company's capital stock, , (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefitscompensation, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practiceprior practice or as required under employment agreements in effect as of December 31, 1998, (Bv) any granting by the Company or any of its subsidiaries to any such director, officer or employee of the Company of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up)pay, except for grants to employees who are not officers as required under employment, severance or directors termination agreements or plans in the ordinary course effect as of business consistent with past practiceDecember 31, or 1998, (Cvi) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement with any officer of the Company, or arrangement with any increase in benefits available under or for the benefit establishment of any such current or former director, officer or employee, Company Benefit Plan (as defined in Section 4.9(a) below) except with employees who are not officers or directors in the ordinary course of business consistent with past practice, , or (vvii) any material change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendmentCompany, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee except insofar as may have been required by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than a change in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)GAAP.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents Reports or as set forth on Schedule 4.8disclosed in Section 5.6 of the Company Disclosure Schedule, since September 2730, 19971996, there has not been (i) any transaction, commitment, dispute or other event or condition (financial or otherwise) of any character (whether or not in the ordinary course of business) individually or in the aggregate that has had, or would reasonably be expected to have, a Company Material Adverse Effect; (ii) any damage, destruction or loss, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Company Material Adverse Effect; (iii) any entry into any commitment or transaction material to the Company and its subsidiaries have conducted their business only in the ordinary course consistent with past practiceSubsidiaries taken as a whole (including, andwithout limitation, any borrowing or sale of assets) except in the ordinary course of business consistent with past practice, there has not been: ; (i) any event, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (iiiv) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to its capital stock; (v) any material change in its accounting principles, practices or methods; (vi) any repurchase or redemption with respect to its capital stock; (vii) any split, combination or reclassification of any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for for, shares of its the Company's capital stock, ; (ivviii) any grant of or any amendment of the terms of any option to purchase shares of capital stock of the Company; (Aix) any granting by the Company or any of its subsidiaries Subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries Subsidiaries of (A) any material increase in compensation or benefits, except for grants to (other than in the case of employees who are not officers or directors in the ordinary course of business consistent with past practice, ) or (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay pay; (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (Cx) any entry by the Company or any of its subsidiaries Subsidiaries into any employment, deferred compensationseverance, severance bonus or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security employee of the Company or any of its subsidiaries, (vii) any incurrence, assumption Subsidiaries; or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company agreement (whether or any of its subsidiaries of any contract or other right, not in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitmentwriting), arrangement or undertaking by the Company or understanding to do any of its subsidiaries to perform any action described in clauses (i) through (xi)the foregoing.

Absence of Certain Changes or Events. Except as for liabilities incurred in connection with the Transactions and except for changes disclosed in the Company SEC Documents or filed and publicly available prior to the date of this Agreement (as set forth on Schedule 4.8amended to the date of this Agreement, the "Company Filed SEC Documents"), since September 27October 31, 19972002, the Company and its subsidiaries Subsidiaries have conducted their business only in the ordinary course consistent with past practicecourse, and, except in the ordinary course of business consistent with past practice, and since such date there has not been: been (ia) any event, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, Change in the Company, (iib) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or stock, (c) any repurchasepurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or any other securities of the Company or any of its subsidiaries, Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (iiid) any adjustment, split, combination or reclassification of any of its the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its the Company's capital stock, , (ive) (Ai) any granting by the Company or any of its subsidiaries Subsidiaries to any current or former director, executive officer or other key employee of the Company or any of its subsidiaries Subsidiaries of any material increase in compensation compensation, bonus, royalties, commissions or other benefits, except for grants to employees who are not officers normal increases in cash compensation, bonus or directors other benefits in the ordinary course of business consistent with past practice, (Bii) any granting by the Company or any of its subsidiaries Subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (Ciii) any entry by the Company or any of its subsidiaries into Subsidiaries into, or any employmentmaterial amendments of, deferred compensationany Company Benefit Agreement, severance (iv) any material amendment to, or termination agreement modification of, any Company Stock Option or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any adoption of, or material amendment to, a Company Benefit Plan, (f) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any of its subsidiaries, Subsidiaries materially affecting their respective assets, liabilities, results of operations or businesses, (vig) any amendmentTax election that, waiver individually or modification of in the aggregate, would reasonably be expected to adversely affect in any material term of any outstanding security respect the Tax liability or Tax attributes of the Company or any of its subsidiaries, Subsidiaries, (viih) any incurrencesettlement or compromise of any material income tax liability, assumption or guarantee (i) any revaluation by the Company or any of its subsidiaries Subsidiaries of any of the material indebtedness for borrowed money or other material obligations, or any creation or assumption by assets of the Company or any of its subsidiaries Subsidiaries, (j) the entering into, modification, termination, nonrenewal or assignment of any encumbrance rights or lien on delegation of any asset obligations under any Material Contract or any other agreement with regard to the acquisition, licensing in or disposition or licensing out of any material Intellectual Property Rights or rights thereto, other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, or not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business and not consistent with past practice, , or (ixk) any single lapse, reversion, termination or related series expiration of transactions any Intellectual Property Rights, except where such lapse, reversion, termination or commitments madeexpiration, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 individually and in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person , would not reasonably be expected to have a Material Adverse Effect on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)Company.

Absence of Certain Changes or Events. Except as disclosed in the SEC Documents or as set forth on Schedule 4.8contemplated by this Agreement, since September 27December 31, 19972003, the Company Partnership and its subsidiaries the Subsidiaries have conducted their respective business only in the ordinary course consistent with past practiceof business, and, except in the ordinary course of business consistent with past practice, and there has not been: (ia) any event, occurrence change, occurrence, effect or development of a state of circumstances which that, individually or in the aggregate, has had or would could reasonably be expected to have a Partnership Material Adverse Effect,; (iib) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock limited partner interests, stock, property or propertyotherwise) with respect to any limited partner interests of the Company's capital stock Partnership or equity securities of any Subsidiary or any repurchase, redemption or other acquisition by the Company Partnership or any of its subsidiaries Subsidiary of any outstanding shares of limited partner interests, capital stock or other equity securities of of, or other ownership interests in, the Company Partnership or any of its subsidiaries,Subsidiary; (iiic) any adjustment, split, combination or reclassification of any of its limited partner interests, capital stock or any issuance of or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares for, limited partner interests of its capital stock,the Partnership or equity securities of any Subsidiary; (ivd) except as set forth in Section 3.08(d) of the Partnership Disclosure Letter, (Ai) any granting grant by the Company or any of its subsidiaries the Partnership, any Subsidiary, or HWG, LLC to any current director or former directorofficer of HWG, officer LLC or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such directorindividual considered to be jointly employed by HWG, officer or employee LLC and 1st Odyssey Group, Inc. (“1st Odyssey”), of any increase in severance or termination pay (including the acceleration in the vesting of Shares (compensation, bonus or other property) or the provision of any tax gross-up)benefits, except for grants other than increases to employees persons who are not directors or officers or directors of HWG, LLC, granted in the ordinary course of business consistent with past practice, or (Cii) any entry grant or increase by the Company Partnership, any Subsidiary, or any of its subsidiaries into any employmentHWG, deferred compensation, severance or termination agreement or arrangement with or for the benefit of LLC to any such current or former director, officer or employeeemployee of any severance, except with employees who are not officers change of control or directors in the ordinary course of business consistent with past practice,termination pay benefits; (ve) any change in accounting methods, principles or practices by the Company Partnership or any of its subsidiaries,Subsidiary, except for such changes as may have been required by a change in GAAP; (vif) any amendment(i) material elections with respect to Taxes by the Partnership or any Subsidiary, waiver (ii) settlement or modification compromise by the Partnership or any Subsidiary of any material Tax liability or refund or (iii) assessment of a material Tax against the Partnership or any Subsidiary by any Governmental Entity; (g) any amendment of any term of any outstanding security of the Company Partnership or any of its subsidiaries,Subsidiary; (viih) any incurrence, assumption or guarantee by the Company Partnership or any of its subsidiaries Subsidiary of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million),money; (viiii) any making of any loan, advance or capital contributions contribution to or investment in any person by the Partnership or any Subsidiary other than in connection with any acquisition or capital expenditure permitted by Section 5.01; (j) except as set forth in Section 3.08(j) of the Partnership Disclosure Letter, (i) any acquisition by the Partnership or any Subsidiary 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 manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or any acquisition by the Partnership or any Subsidiary of any assets that are material to the Partnership and its Subsidiaries, taken as a whole, (ii) any sale, lease, license, encumbrance or other disposition (other than Partnership Leases) of material assets of the Partnership or any Subsidiary, (iii) any material incurrence of capital expenditures by the Partnership or any Subsidiary, other than in the ordinary course of business consistent business, or (iv) any modification, amendment, assignment, termination or relinquishment by the Partnership or any Subsidiary of any Contract, license or other right that, individually or in the aggregate with past practice,all such modifications, amendments, assignments, terminations and relinquishments, has had or could reasonably be expected to have a Partnership Material Adverse Effect; (ixk) except as set forth in Section 3.08(k) of the Partnership Disclosure Letter, any single damage, destruction or related series loss (whether or not covered by insurance) with respect to any assets of transactions or commitments made, the Partnership or any single Subsidiary that, individually or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate,, has had or could reasonably be expected to have a Partnership Material Adverse Effect; (xl) except as provided by the Purchase Agreement, any entry by the Partnership or any Subsidiary into any commitment or transaction material to the Partnership and its Subsidiaries, taken as a whole; (m) any acquisition revaluation by the Partnership or disposition any Subsidiary of any assets of their material assets, including but not limited to writing down the value of any Partnership Owned Property, inventory or any merger writing off of notes or consolidation with any person on behalf of the Company or any of its subsidiaries (accounts receivable, other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, business; or (xiin) any agreement, commitment, arrangement commitment or undertaking by the Company or any of its subsidiaries to perform take any action described referred to in clauses (iSections 3.08(a) through (xi3.08(m).

Absence of Certain Changes or Events. Except as disclosed in the SEC Documents or as set forth on Schedule 4.8filed by the Company and publicly available prior to the date of this Agreement (the "Filed SEC Documents"), since September 27, 1997the date of the most recent financial statements included in the Filed SEC Documents, the Company and its subsidiaries have conducted their business respective businesses only in the ordinary course consistent with past practice, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any eventmaterial adverse change (as defined in Section 8.03) with respect to the Company, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) with in respect of, any of the Company's or any of its subsidiaries' capital stock except for dividends by a wholly owned subsidiary of the Company to its parent, or any purchase, redemption or other acquisition of any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of its subsidiaries, their existing stock option or purchase agreements, (iii) any adjustment, split, combination or reclassification of any of the Company's or any of its subsidiaries' capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's or any of its subsidiaries' capital stock, , (iv) (Ax) any granting by the Company or any of its subsidiaries of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company or any of its subsidiaries of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, in each case to any officer, director or employee, (y) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (Cz) any entry by the Company or any of its subsidiaries into (A) any currently effective employment, deferred compensationseverance, severance termination or termination indemnification agreement, or consulting agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors (other than in the ordinary course of business consistent with past practice, ), with any current or former officer, director, employee or consultant or (B) any agreement with any current or former officer, director, employee or consultant the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement, (v) any damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate would have a material adverse effect on the Company, (vi) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, Company, except insofar as may have been required by a change in GAAP, (vivii) any amendment, waiver tax election that individually or modification of any in the aggregate would have a material term of any outstanding security of adverse effect on the Company or any of its subsidiaries, tax attributes or any settlement or compromise of any material income tax liability, (viiviii) any incurrence, assumption or guarantee revaluation by the Company or of any of its subsidiaries material assets or (ix)(A) any licensing or other agreement with regard to the acquisition or disposition of any material indebtedness for borrowed money Intellectual Property (as defined in Section 3.01(p)) or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset rights thereto other than licenses in the ordinary course of business consistent with past practice or (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viiiB) any making of amendment or consent with respect to any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments madelicensing agreement filed, or any single or related series of contracts or agreements entered intorequired to be filed, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in with the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)SEC.

Absence of Certain Changes or Events. Except as disclosed set forth in Schedule 4.08 or in the SEC Documents Reports or as set forth on Schedule 4.8otherwise contemplated by this Agreement, since September 27January 1, 19971999, the each of Company and its subsidiaries have has conducted their its business only in the ordinary course and in a manner consistent with past practice, and, except in the ordinary course of business consistent with past practice, practice since such date and there has not been: : (ia) any eventmaterial damage, occurrence destruction or development loss (whether or not covered by insurance) with respect to any assets of a state Company or any of circumstances which has had its subsidiaries; (b) any material change to Company or would reasonably be expected to have a Material Adverse Effect, any of its subsidiaries in their accounting methods, principles or practices; (iic) any declaration, setting aside or payment of any dividend dividends or other distribution (whether distributions in cash, respect of shares of the capital stock of Company or property) with respect to any of the Company's capital stock its subsidiaries, or any repurchaseredemption, redemption purchase or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital their securities; (d) any increase in the benefits under, or the establishment or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other securities employee benefit plan, or any increase in the compensation payable or to become payable to directors, officers or key employees of the Company or any of its subsidiaries, , except for annual increases in salaries or wages in the ordinary course of business and consistent with past practice; (iiie) any adjustment, split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (A) any granting revaluation by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation of their assets, including the writing down or benefitsoff of assets, except for grants to employees who are not officers or directors other than in the ordinary course of business consistent with past practice, ; (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (Cf) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance commitment or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xiig) any agreement, commitment, arrangement increase in indebtedness for borrowed money; or undertaking by the Company (h) any event or any of its subsidiaries to perform any action described in clauses (i) through (xi)circumstance that has had or could have a Material Adverse Effect on Company.

Absence of Certain Changes or Events. (a) Except as disclosed for the Contemporaneous Ancillary Transactions and incurring the expenses, making the payments, or the other transactions contemplated in the SEC Documents or as set forth on Schedule 4.8by this Agreement, since September 27the date of the Reference Balance Sheet, 1997, (i) each of the Company and Selling Entities has conducted its subsidiaries have conducted their business only in the ordinary course consistent with past practice, andpractice and has not incurred any material Liability, except in the ordinary course of its business consistent with past practice, ; (ii) there has not been: (i) been any eventchange in the business, occurrence financial condition, Liabilities, assets, technology, Intellectual Property, employee relations, customer relations, supplier relations, manufacturer relations or development distributor relations, or results of a state operations of circumstances which the Selling Entities that has had had, or would reasonably be expected to have have, a Material Adverse Effect, Effect on any such party, (iiiii) there has not been any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any shares or membership interests of any of the Company's capital stock or Selling Entities; (iv) there has not been any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any common stock of its capital stock any of the Selling Entities or any issuance or commitment to issue or the authorization of any issuance of any capital stock or other Equity Interests of any of the Selling Entities or other securities in respect ofconvertible into, in lieu of exchange or in substitution for any shares of its capital stock, stock or other Equity Interests of any of the Selling Entities; (ivv) there has not been (A) any granting by the Company or any of its subsidiaries the Selling Entities to any current or former director, officer or employee of the Company or any of its subsidiaries the Selling Entities of any material increase in compensation or benefitscompensation, except for grants to employees who are not officers or directors other than in the ordinary course of business consistent with past practicebusiness, (B) any granting by the Company or any of its subsidiaries the Selling Entities to any such director, officer or employee of any increase in severance or termination pay pay, (C) any entry by any of the Selling Entities into any employment, severance or termination agreement, policy or arrangement with any employee, or (D) any transaction with a Company Shareholder, KLO Shareholder, director or employee of any of the Selling Entities; (vi) there has not been any material adverse change in any of the Selling Entities’ business relationships with any clients (“Customers”), and no event of material default (with or without notice or lapse of time, or both) has occurred under any agreement between any of the Selling Entities and its respective Customers; and (vii) there has not been any change in accounting methods, principles or practices by any of the Selling Entities affecting their assets, Liabilities or business, except insofar as may have been required by a change in GAAP. (b) Except for the Contemporaneous Ancillary Transactions and the transactions contemplated in this Agreement, since the date of the Reference Balance Sheet, none of the Selling Entities has (i) sold, transferred, leased, pledged or mortgaged or agreed to sell, transfer, lease, pledge, or mortgage any assets, property or rights (including the acceleration without limitation Intellectual Property) in excess of $25,000 individually or $50,000 in the vesting aggregate, other than sales or disposition of Shares (or other property) or the provision of any tax gross-up)inventories, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or cancelled, waived or compromised or agreed to cancel, waive or compromise, any debts, claims or rights; (Cii) made any entry by new or change in any material Tax election, settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes, change in any annual Tax accounting period, adoption or change in any method of Tax accounting, filing of any amended material Tax Return, entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any material Tax, surrender of any right to claim a material Tax refund, or consent to any extension or waiver of the Company statute of limitations period applicable to any material Tax claim or assessment; (iii) had any of its subsidiaries Intellectual Property challenged on the basis of validity, transferred or exchanged any of its Intellectual Property, or had any other material developments related to its Intellectual Property, or received any written notice of alleged infringement of the intellectual property of third parties; (iv) issued or committed to issue any capital stock or any securities convertible into capital stock; (v) made any employment, deferred compensation, severance capital expenditure(s) in excess of $10,000 individually or termination agreement $50,000 in the aggregate; (vi) purchased or arrangement with acquired capital assets costing more than $10,000 in any one instance; (vii) incurred or assumed any indebtedness for borrowed money or guaranteed any obligation or the benefit net worth of any such current Person, other than another OP Entity; (viii) suffered any damage or former directordestruction to, officer loss of, or employeecondemnation or eminent domain proceeding relating to any of its tangible properties or assets (whether or not covered by insurance) which has had or would reasonably be likely to have a Material Adverse Effect; (ix) lost the employment services of any employee whose annual salary exceeded $75,000; (x) made any loan or advance to any Person, except with other than travel and other similar routine advances to employees who are not officers or directors in the ordinary course of business consistent with past practice, ; (vxi) entered into any change in accounting methodsagreements, principles commitments or practices by the Company or any of its subsidiaries, (vi) any amendmentcontracts, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than except those made in the ordinary course of business consistent with past practice, (ix) any single ; or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) entered into any agreement, commitment, arrangement agreement or undertaking by the Company or commitment to do any of its subsidiaries to perform any action described in clauses (i) through (xi)the foregoing.

Absence of Certain Changes or Events. Except as disclosed in From April 26, 2003 to the SEC Documents or as set forth on Schedule 4.8, since September 27, 1997date of this Agreement, the Company and its subsidiaries the Company Subsidiaries taken as a whole have conducted their business only in the ordinary course consistent with past practicecourse, and, except in the ordinary course of business consistent with past practice, there has not been: (i) there has not been any event, occurrence change, effect or development of a state of circumstances which has had which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect,; (ii) there has not been any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any shares of the Company's capital stock or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries,; (iii) there has not been any adjustment, split, combination or reclassification of any shares of its capital stock the Company or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of exchange or in substitution for shares of its capital stock,the Company; (iv) there has not been any issuance of Company Employee Share Options or Restricted Shares of Company Common Stock; and (v) there has not been (A) any granting by the Company or any of its subsidiaries Company Subsidiary to any current or former director, officer or employee of the Company or any of its subsidiaries divisional vice president of any material increase in compensation compensation, bonus, perquisites, incentive payments or benefits, other benefits except for grants to employees who are not officers or directors in the ordinary course of business and consistent with past practice, (B) any granting by the Company or any of its subsidiaries Company Subsidiary to any such current or former director, officer or employee divisional vice president of any increase in severance or severance, termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practiceretirement medical benefits, or (C) any entry by the Company or any of its subsidiaries into Company Subsidiary into, or any amendment of, any employment, deferred compensation, severance consulting, severance, change-in-control, termination or termination indemnification agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)divisional vice president.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents Reports or as set forth on Schedule 4.8in Part 3.07 of the Company Disclosure Letter, since September 27, 1997from the date of the Balance Sheet to the date of this Agreement, the Company and has conducted its subsidiaries have conducted their business only in the ordinary course consistent with past practicecourse, and, except in the ordinary course of business consistent with past practice, and during such period there has not been: (ia) any event, occurrence change, effect or development of a state of circumstances which that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect,; (iib) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock Company Capital Stock or any repurchase, redemption or other acquisition repurchase for value by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries,Capital Stock; (iiic) any adjustment, split, combination or reclassification of any of its capital stock Company Capital Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock,Company Capital Stock; (ivd) (A) any granting by the Company or any of its subsidiaries Subsidiary to any current or former director, officer or employee of the Company or any of its subsidiaries Subsidiary of any material increase in compensation or benefitscompensation, except for grants with respect to employees who are not (other than directors, officers or directors key employees), in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries Subsidiary to any such director, officer officer, or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practicepay, or (C) any entry by the Company or any of its subsidiaries into Subsidiary into, or any amendment of, any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer officer, or employee, except for such agreements or amendments with employees who (other than directors, officers, or key employees) that are not officers or directors entered into in the ordinary course of business consistent with past prior practice,; (ve) any termination of employment or departure of any officer or other key employee of the Company or any Subsidiary; (f) any change in accounting methods, principles or practices by the Company or any Subsidiary materially affecting the consolidated assets, liabilities, or results of its subsidiaries,operations of the Company, except insofar as may have been required by a change in GAAP; (vig) any amendment, waiver material elections with respect to Taxes (as defined in Section 3.08) by the Company or modification any Subsidiary or settlement or compromise by the Company or any Subsidiary of any material term Tax liability or refund; (h) any amendment to the Company Charter, Company Bylaws, or other organizational document of the Company, or the comparable documents of any outstanding security Subsidiary, or any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction involving the Company or any Subsidiary; (i) any creation of a Subsidiary of the Company or any of its subsidiaries, (vii) any incurrence, assumption Subsidiary or guarantee acquisition by the Company any Subsidiary or any of its subsidiaries of any material indebtedness for borrowed money equity interest or other material obligations, or interest in any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than entity; or (j) except in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business and consistent with past practice, (ix) , any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, action by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material Subsidiary to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through enter into or cause any of the assets owned or used by it to become bound by any Material Contract, or (xi)ii) amend or terminate, or waive any material right or remedy under, any Material Contract.

Absence of Certain Changes or Events. Except as disclosed in (a) Since the SEC Documents or as set forth on Schedule 4.8, since September 27, 1997, date of the Company Balance Sheet the business of Company and its subsidiaries have has been conducted their business only in the ordinary course consistent with past practice, practices (other than the transactions contemplated by this Agreement) and, except in the ordinary course of business consistent with past practice, there has not been: been (i) any event, occurrence occurrence, development or development of a state of circumstances which or facts that has had or would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, Effect on Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) with in respect to of, any of the Company's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Company of any of Company's capital stock or any repurchase, redemption or other acquisition by the securities of Company or any of its subsidiaries of or any outstanding options, warrants, calls or rights to acquire any such shares of capital stock or other securities except for repurchases which are not, individually or in the aggregate, material in amount from employees following their termination pursuant to the terms of the Company their pre-existing stock option or any of its subsidiaries, purchase agreements, (iii) any adjustmentmaterial change by Company in its accounting methods, splitprinciples or practices, combination except as required by concurrent changes in GAAP, or reclassification (iv) any revaluation by Company of any of its capital stock or any issuance or the authorization of any issuance of any material assets, other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors than in the ordinary course of business consistent with past practicebusiness. (b) Since the date of the Company Balance Sheet and through the date of this Agreement, there has not been (Bi) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification amendment of any material term of any outstanding security of the Company or any of its subsidiaries, , (viiii) any incurrence, assumption or guarantee by Company or any of its Subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices, (iii) any split, combination or reclassification of any of Company's or any of its subsidiaries' capital stock, (iv) any granting by Company or any of its subsidiaries of any material indebtedness for borrowed money increase in compensation or other material obligationsfringe benefits to any of their officers or employees, or any creation or assumption payment by the Company or any of its subsidiaries of any encumbrance bonus to any of their officers or lien employees, or any granting by Company or any of its subsidiaries of any increase in severance or termination pay, other than in the ordinary course, consistent with past practice, or any entry by Company or any of its subsidiaries into, or material modification or amendment of, any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Company of the nature contemplated hereby, (v) any creation or other incurrence by Company or any of its Subsidiaries of any Lien on any material asset other than in the ordinary course of business consistent with past practice practices, (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viiivi) any making of any material loan, advance or capital contributions to or investment in any person Person other than loans, advances or capital contributions to or investments in its wholly-owned subsidiaries (or advances to employees) in the ordinary course of business consistent with past practice, practices, (ixvii) any single damage, destruction or related series other casualty loss (whether or not covered by insurance) affecting the business or assets of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction Subsidiaries that has had or series of transactionswould reasonably be expected to have, individually or any capital expenditures in excess of $20,000,000 in the aggregate, , a Material Adverse Effect on Company, or (xviii) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf material change in the pricing of the license fees Company or any of charges for licensing its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)software.

Absence of Certain Changes or Events. Except as disclosed in the SEC Documents or as set forth on in Section 3.1(g) of the Sports Authority Disclosure Schedule 4.8and for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and except as permitted by Section 4.1(a), since September 27January 25, 19971998, the Company Sports Authority and its subsidiaries have conducted their business only in the ordinary course consistent with past practiceor as disclosed in any Sports Authority SEC Document filed since such date and prior to the date hereof, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any eventmaterial adverse change (as defined in Section 8.3) in Sports Authority, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the CompanySports Authority's capital stock or any repurchasestock, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any of its Sports Authority's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Sports Authority's capital stock, , except for issuances of Sports Authority Common Stock upon conversion of Sports Authority Convertible Securities or upon the exercise of Sports Authority Employee Stock Options, in each case awarded prior to the date hereof in accordance with their present terms or issued pursuant to Section 4.1(a), (iv) (Aiv)(A) any granting by the Company Sports Authority or any of its subsidiaries to any current or former director, executive officer or other key employee of the Company Sports Authority or any of its subsidiaries of any material increase in compensation compensation, bonus or other benefits, except for grants to employees who are not officers or directors normal increases as a result of promotions, normal increases of base pay in the ordinary course of business consistent with past practiceor as was required under any employment agreements in effect as of January 25, 1998, (B) any granting by the Company Sports Authority or any of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practicepay, or (C) any entry by the Company Sports Authority or any of its subsidiaries into into, or any amendment of, any employment, deferred compensation, severance consulting, severance, termination or termination indemnification agreement or arrangement with or for the benefit of any such current or former director, executive officer or key employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) except insofar as may have been disclosed in Sports Authority SEC Documents filed and publicly available prior to the date of this Agreement (as amended to the date hereof, the "Sports Authority Filed SEC Documents") or required by a change in GAAP, any change in accounting methods, principles or practices by Sports Authority materially affecting its assets, liabilities or business, (vi) except insofar as may have been disclosed in the Company Sports Authority Filed SEC Documents, any tax election that individually or in the aggregate would have a material adverse effect on Sports Authority or any of its subsidiaries, (vi) tax attributes or any amendment, waiver settlement or modification compromise of any material term of any outstanding security of the Company income tax liability, or any of its subsidiaries, (vii) any incurrence, assumption or guarantee action taken by the Company Sports Authority or any of its the Sports Authority subsidiaries of any material indebtedness for borrowed money or other material obligationsduring the period from January 25, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of 1998 through the date of this Agreement in excess that, if taken during the period from the date of $200 million), (viii) any making this Agreement through the Effective Time would constitute a breach of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xiSection 4.1(a).

Absence of Certain Changes or Events. Except as disclosed in Section 4.1(l) of the SEC Documents or as set forth on Schedule 4.8Disclosure Schedule, since September 27May 29, 19971996, the Company and its subsidiaries have conducted their business the Business only in the ordinary course consistent with past practice, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any event, occurrence or development of a state of circumstances which has had or would could reasonably be expected to have a Material Adverse Effect, , (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchaserepur- chase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, , (iii) any adjustment, adjustment split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, , (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation compen- sation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent con- sistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee em- ployee of any increase in severance or termination pay (including in- cluding the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C) any entry by the Company or any of its subsidiaries into any employmentem- ployment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any dam- age, destruction or loss, whether or not covered by insurance, that has had or could have a Material Adverse Effect, (vi) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, , (vivii) any amendment, waiver or modification of any material term of any outstanding security secu- rity of the Company or any of its subsidiaries, subsidiaries or any of the Joint Venture Documents (viior any material change in the opera- tions or financial arrangements relating to any of the Joint Ventures), (viii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness indebt- edness for borrowed money or other material obligations, or (ix) any creation or assumption by the Company or any of its subsidiaries subsid- iaries of any encumbrance or lien Lien on any asset other than in the ordinary course of business consistent with past practice practice, but in no event with respect to assets with a value of, or obligations in an amount of, more than $100,000 for any one transaction or $250,000 in the aggregate, (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viiix) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, , but in no event in the amount of more than $100,000 for any one transaction or $250,000 in the aggregate, and other than investments in cash equivalents made in the ordinary course of business consistent with past practice, (ixxi) any single transaction or related series of transactions or commitments commitment made, or any single contract or related series of contracts or agreements agreement entered into, by the Company or any of its subsidiaries involving aggregate obligations relat- ing to its assets or business on behalf of the Company or any of its subsidiaries of more than $2,000,000 100,000 for any transaction or $250,000 for any series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (xxii) any acquisition acqui- sition or disposition of any assets or any merger or consolidation consolida- tion with any person on behalf of the Company or any of its subsidiaries of more than $100,000 for any transaction or $250,000 for any series of transactions, (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xixiii) any relinquishment relinquish- ment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments com- mitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or or (xiixiv) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described de- scribed in clauses (i) through (xixiii).

Absence of Certain Changes or Events. Except as disclosed in the SEC Documents or as set forth on Schedule 4.8filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") and in Section 4.1(g) of the Disclosure Schedule, since September 27June 30, 19971996, the Company and has conducted its subsidiaries have conducted their business only in the ordinary course consistent with past practice, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any event, occurrence or development of a state of circumstances which has had or would could reasonably be expected to have a Material Adverse Effect, , (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, , (iii) any adjustment, split, combination or reclassification of any of 10 its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, , (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits or severance or termination pay or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practicepractice or as was required under employment, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration agreements or plans in the vesting effect as of Shares (or other property) or the provision of any tax gross-up)June 30, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice1996, or (CB) any entry by the Company or any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, , (v) any damage, destruction or loss, whether or not covered by insurance, that has had or could have a Material Adverse Effect, (vi) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, , except insofar as may have been required by a change in generally accepted accounting principles, (vivii) any amendment, waiver or modification amendment of any material term of any outstanding security of the Company or any of its subsidiaries, , (viiviii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligationsin the amount of more than $1,000,000 in the aggregate, or (ix) any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien Lien on any asset other than in the ordinary course of business consistent with past practice practice, but in no event in the amount of more than $500,000 for any one transaction or $1,000,000 in the aggregate, (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viiix) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, , but in no event in the amount of more than $500,000 for any one transaction or $1,000,000 in the aggregate and other than investments in marketable securities made in the ordinary course of business consistent with past practice, (ixxi) any single transaction or related series of transactions or commitments commitment made, or any single contract or related series of contracts or agreements agreement entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any relating to its assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries business (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi).including the

Absence of Certain Changes or Events. Except as disclosed for liabilities incurred in connection with this Agreement or the SEC Documents or as set forth on Schedule 4.8transactions contemplated hereby since December 01, since September 272010, 1997, the Company E-Care and its subsidiaries have conducted their business only in the ordinary course consistent with past practicesince such date and prior to the date hereof, and, except in the ordinary course of business consistent with past practice, and there has not been: been (i) any eventmaterial adverse change in E-Care, occurrence or development of a state of circumstances which has had or would reasonably be expected to have a Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the CompanyE-Care's capital stock or any repurchasestock, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its subsidiaries, (iii) any adjustment, split, combination or reclassification of any of its E-Care 's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its E-Care's capital stock, , (iv) (Aiv)(A) any granting by the Company E-Care or any of its subsidiaries to any current or former director, executive officer or other key employee of the Company E-Care or any of its subsidiaries of any material increase in compensation compensation, bonus or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practiceother benefit, (B) any granting by the Company E-Care or any of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practicepay, or (C) any entry by the Company E-Care or any of its subsidiaries into into, or any amendment of, any employment, deferred compensationcompensation consulting, severance severance, termination or termination indemnification agreement or arrangement with or for the benefit of any such current or former director, executive officer or key employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) except insofar as may have been disclosed in E-Care Disclosure Documents provided to AMBICOM or required by a change in USGAAP, any change in accounting methods, principles or practices by E-Care materially affecting its assets, liabilities or business, or (vi) except insofar as may have been disclosed in the Company E-Care Disclosure Documents, any tax election that individually or in the aggregate would have a material adverse effect on E-Care or any of its subsidiaries, (vi) tax attributes or any amendment, waiver settlement or modification compromise of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)income tax liability.

Absence of Certain Changes or Events. Except From December 31, 2002 to the date hereof (except as disclosed in its Annual Report on Form 10-K for the SEC Documents year ended December 31, 2002 or as set forth on Schedule 4.8in its other Regulatory Filings (including the notes thereto) filed after December 31, since September 272002 and prior to the date of this Agreement), 1997, the Company it and its subsidiaries Subsidiaries have conducted their business only in the ordinary course consistent with past practice, and, except businesses in the ordinary course of business consistent with past practicepractice and, since December 31, 2002, there has not been: been (i1) any change, event, occurrence or development of a state of circumstances which that, individually or in the aggregate, has had or would be reasonably be expected likely to have a Material Adverse Effect, Effect with respect to it and its Subsidiaries, taken as a whole, (ii2) any change, event or development that would, individually or in the aggregate, reasonably be expected to prevent it from performing its obligations under this Agreement or consummating the transactions contemplated hereby, (3) any declaration, payment or setting aside or for payment of any dividend or other distribution (whether in cash, stock or propertyproperty or any combination thereof) with in respect of its capital stock, other than dividends or distributions by any of its wholly owned Subsidiaries to it or another of its wholly owned Subsidiaries, any sale, transfer, mortgage, pledge or other disposition of (or grant of permission for any of the Company's capital stock foregoing), or encumbrance on, any repurchaseassets or properties, redemption real, personal or other acquisition by mixed, material to it and its Subsidiaries taken as a whole, (5) any increase in any manner of the Company compensation of any of its or any of its subsidiaries Subsidiaries' officers, directors or Employees, or entrance into, establishment, amendment or termination of any outstanding shares Benefits Arrangement with, for or in respect of, any officer, director, or Employee of capital stock or other securities of the Company it or any of its subsidiaries, (iii) any adjustmentSubsidiaries other than pursuant to the terms of agreements in effect prior to December 31, split, combination 2002 or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (A) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of the Company or any of its subsidiaries of any material increase in compensation or benefits, except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its subsidiaries to any such director, officer or employee of any increase in severance or termination pay (including the acceleration in the vesting of Shares (or other property) or the provision of any tax gross-up), except for grants to employees who are not officers or directors in the ordinary course of business consistent with past practice, or (C6) the entering into of any entry by the Company agreement or commitment to do any of its subsidiaries into any employment, deferred compensation, severance or termination agreement or arrangement with or for the benefit of any such current or former director, officer or employee, except with employees who are not officers or directors in the ordinary course of business consistent with past practice, (v) any change in accounting methods, principles or practices by the Company or any of its subsidiaries, (vi) any amendment, waiver or modification of any material term of any outstanding security of the Company or any of its subsidiaries, (vii) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any material indebtedness for borrowed money or other material obligations, or any creation or assumption by the Company or any of its subsidiaries of any encumbrance or lien on any asset other than in the ordinary course of business consistent with past practice (including borrowings under pre-existing credit facilities, not resulting in total consolidated funded indebtedness as of the date of this Agreement in excess of $200 million), (viii) any making of any loan, advance or capital contributions to or investment in any person other than in the ordinary course of business consistent with past practice, (ix) any single or related series of transactions or commitments made, or any single or related series of contracts or agreements entered into, by the Company or any of its subsidiaries involving aggregate obligations of more than $2,000,000 for any transaction or series of transactions, or any capital expenditures in excess of $20,000,000 in the aggregate, (x) any acquisition or disposition of any assets or any merger or consolidation with any person on behalf of the Company or any of its subsidiaries (other than sales of inventory in the ordinary course of business in accordance with past practice and other than dispositions of used, obsolete or outmoded equipment or machinery in the ordinary course of business in accordance with past practice), (xi) any relinquishment by the Company or any of its subsidiaries of any contract or other right, in either case, material to the Company and its subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by the Agreement, or (xii) any agreement, commitment, arrangement or undertaking by the Company or any of its subsidiaries to perform any action described in clauses (i) through (xi)foregoing.