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

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or the transactions contemplated hereby, since May 31, 2000, the Company and its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reports, and there has not been (i) any change or event having, or 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, (iii) any split, combination or reclassification of any of the Company's capital stock or any substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (a) any granting by the Company or any Subsidiary, to any current or former director, executive officer or other key employee of the Company or any Subsidiary of any increase in compensation, bonus or other benefits, except for increases in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15, (b) any granting by the Company or any Subsidiary, to any such current or former director, executive officer or key employee of any increase in severance or termination pay or (c) any entry by the Company or any Subsidiary, into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effect.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred From the date of ------------------------------------- the most recent audited financial statements included in connection with the Filed Company SEC Documents to the date of this Agreement or the transactions contemplated hereby, since May 31, 2000Agreement, the Company and has, as a general matter, conducted its Subsidiaries have conducted their business only in the ordinary course or (other than any changes that resulted from the MacMillan Xxxxxxx Transaction (as disclosed defined in any Company ReportsSection 6.12(a)), and during such period there has not been been: (i) any change event, change, effect or event havingdevelopment that, individually or that in the aggregate, has had or would reasonably be expected to have, have a Company Material Adverse Effect, Effect or a material adverse effect on the ability of the Company to consummate 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 Company Capital Stock (other than regular annual quarterly cash dividends not in excess of $0.055 per share of Company Common Stock with usual record and payment dates and in accordance with the Company's capital stock, present dividend policy and other than regular cash dividends not in excess of $1.065 per share of Company Preferred Stock payable on outstanding Company Preferred Stock in accordance with the current terms thereof); (iii) any split, combination or reclassification of any of the Company's 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 the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, Capital Stock; (iv) except as set forth in the Company Disclosure Letter (aA) any granting by the Company or any Subsidiary, Company Subsidiary to any current director or former director, executive officer or other key employee of the Company or any Company Subsidiary of any increase in compensation, bonus or other benefits, except for increases in the ordinary course of business consistent with prior practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Filed Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15SEC Documents, (bB) any granting by the Company or any Subsidiary, Company Subsidiary to any such current director or former director, executive officer or key employee of any increase in severance or termination pay, except 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 and except for any increase in severance or termination pay resulting solely from increases in compensation made in the ordinary course, or (cC) any entry by the Company or any Subsidiary, Company Subsidiary into, or any amendment of, any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current director or former director, executive officer or key employee, officer; (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in financial accounting methods, principles or practices by the Company or any Subsidiary, Company Subsidiary materially affecting its the consolidated assets, liabilities or business or (vi) results of operations of the Company, except insofar as may have been disclosed required by a change in GAAP; or (vi) any material elections with respect to Taxes (as defined in Section 3.09(f)) by the Company or any Company Subsidiary or settlement or compromise by the Company or any Company Subsidiary of any material Tax liability or refund, except, in each case, in the Company Reports, any tax election that individually ordinary course consistent with past practice or as required to comply with changes in Applicable Law occurring prior to the aggregate would reasonably be expected to have a Company Material Adverse Effectdate of this Agreement.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with or expressly permitted by this Agreement and the US BioEnergy Shareholders Agreement, since December 31, 2006, there has not been any Material Adverse Change in VeraSun. Except as contemplated by the Agreement or the transactions contemplated herebyUS BioEnergy Shareholders Agreement, since May from December 31, 20002006 through the date of this Agreement, the Company VeraSun and its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportsof business, and since such date through the date of this Agreement there has not been (i) any change or event having, or that would reasonably be expected to have, a Company Material Adverse Effect, (ii1) 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 VeraSun’s capital stock, (iii2) any split, combination or reclassification of any of the Company's VeraSun’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 the Company's VeraSun’s capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv3) except as set forth in the Company Disclosure Letter (aA) any granting by the Company VeraSun or any Subsidiary, of its Subsidiaries to any current or former director, executive officer officer, other employee or other key employee independent contractor of the Company VeraSun or any Subsidiary its Subsidiaries of any material increase in compensation, bonus or other benefits, except for normal increases in cash compensation in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15VeraSun Filed SEC Documents, (bB) any granting by the Company VeraSun or any Subsidiary, of its Subsidiaries to any such current or former director, executive officer officer, employee or key employee independent contractor of any material increase in change in control, severance or termination pay or pay, (cC) any adoption, termination, entry by the Company VeraSun or any Subsidiary, of its Subsidiaries into, or any amendment material amendments of, any employmentVeraSun Benefit Plan or VeraSun Benefit Agreement or (D) any material amendment to, deferred compensationor material modification of, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employeeVeraSun Stock Award, (v4) any damage, destruction or loss, whether or not covered by insurance, that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on VeraSun, (5) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company VeraSun or any Subsidiary, of its Subsidiaries materially affecting its assets, liabilities the consolidated financial position or business results of operations of VeraSun or (vi6) except insofar as may have been disclosed in the Company Reports, any tax election that or any settlement or compromise of any income tax liability that, individually or in the aggregate would aggregate, is reasonably be expected likely to have adversely affect the tax liability or tax attributes of VeraSun or any of its Subsidiaries in any material respect or any settlement or compromise of any material income tax liability. Neither VeraSun nor any of its Subsidiaries is a Company Material Adverse Effectparty to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract relating to any transaction or relationship between or among VeraSun and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, VeraSun or any of its Subsidiaries, in VeraSun’s or any of its Subsidiary’s financial statements or other VeraSun SEC Documents.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or as publicly disclosed in the transactions contemplated herebyUnizan Reports (as defined in Section 3.12) filed prior to the date of this Agreement, since May 31September 30, 20002003, the Company Unizan and its Subsidiaries have conducted their business respective businesses, in all material respects, only in the ordinary course or as disclosed in any Company Reports, and there has not been been: (ia) any change or event having, or that would reasonably be expected to have, a Company Material Adverse EffectEffect with respect to Unizan; (b) any issuance or awards of Unizan Stock Options, restricted shares or other equity-based awards in respect of Unizan Common Stock to any director, officer or employee of Unizan or any of its Subsidiaries; (iic) 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 Unizan’s capital stock, (iii) any split, combination or reclassification other than regular quarterly cash dividends not in excess of any of the Company's capital stock or any substitution for shares of the Company's capital stock, except for issuances of Company $0.135 per share on Unizan Common Stock upon and regular cash distributions on the exercise 9.875% Capital Securities, Series A, of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth BFOH Capital Trust I in the Company Disclosure Letter amounts and at the times required by the Amended and Restated Declaration of Trust of BFOH Capital Trust I; (ad) (i) any granting by the Company Unizan or any Subsidiary, of its Subsidiaries to any current or former director, executive officer or other key employee of the Company or any Subsidiary of any increase in compensation, bonus or other benefits, except for (x) normal annual increases in base salary to employees who are not current or former directors or officers that were made in the ordinary course of business consistent with past practice, (y) as required from time to time by governmental legislation affecting wages and (z) as required by the terms of plans or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available arrangements existing prior to the such date of this Agreement which have been disclosed to Parent in the manner and described in Section 4.153.11 of the Unizan Disclosure Schedule, (bii) any granting by the Company Unizan or any Subsidiary, of its Subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, or (ciii) any entry by the Company Unizan or any Subsidiary, 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, executive officer or key employee, ; (ve) except insofar other than as may have been disclosed described in the Company Reports public reports of Unizan filed prior to the date hereof with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or required by a the Exchange Act, any (i) change in GAAP, any change material respect in accounting methods, principles or practices by the Company or any Subsidiary, materially Unizan affecting its assets, liabilities or business business, other than changes after the date hereof to the extent required by a change in GAAP or regulatory accounting principles, or (viii) except insofar as may have been disclosed Tax election or change in or revocation of any Tax election, amendment to any Tax return, closing agreement with respect to Taxes, or settlement or compromise of any income Tax liability by Unizan or its Subsidiaries; (f) any material change in its investment or risk management or other similar policies; or (g) any agreement or commitment (contingent or otherwise) to do any of the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectforegoing.

Absence of Certain Changes or Events. Except as set forth in the Company Letter or, with respect to changes after the date of this Agreement, as expressly permitted by clauses (i) through (xvii) of Section 5.1, since December 31, 1999, (a) there has been no change in the capital stock of the Company except for any Subsidiary liabilities incurred in connection with this Agreement the issuance of shares of the Company Common Stock pursuant to Company Stock Options or the transactions contemplated herebyCompany Stock Purchase Plan or upon the exercise of the Hiway Warrants, since May 31and except for payments with respect to the Preferred Shares required to be made under the Deposit Agreement dated as of July 20, 2000, 1999 (the "Deposit Agreement") between the Company and Norwest Bank Minnesota, N.A. and dividends with respect to the Preferred Shares required to be paid under the terms thereof, no dividend or distribution of any kind declared, paid or made by the Company on any class of its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportsstock, and (b) there has not been (i) any change or event having, or that would reasonably be expected to have, adoption of a new Company Material Adverse EffectBenefit Plan (as hereinafter defined), (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect amendment to any of the Company's capital stocka Company Benefit Plan materially increasing benefits thereunder, (iii) any split, combination or reclassification of any of the Company's capital stock or any substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (a) any granting by the Company or any Subsidiary, of its Subsidiaries to any current or former director, executive officer or other key employee of the Company or any Subsidiary of its Subsidiaries of any increase in compensation, bonus severance or other termination benefits, except for increases in the ordinary course of business consistent with prior practice or as was required under any employment employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Company Reports SEC Documents filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15, (b) any granting by the Company or any Subsidiary, to any such current or former director, executive officer or key employee of any increase in severance or termination pay hereof or (civ) any entry by the Company or any Subsidiary, into, or any amendment of, of its Subsidiaries into any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current or former director, executive officer or other key employee, (vc) except insofar as may there have not been disclosed any material changes in the amount or terms of the indebtedness of the Company and its Subsidiaries from that described in the Company Reports SEC Documents filed prior to the date hereof or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed in the Company ReportsDraft Form 10-Q and (d) there has been no event causing a Material Adverse Effect on the Company, nor any tax election development that would, individually or in the aggregate would reasonably be expected to have aggregate, result in a Company Material Adverse EffectEffect on the Company.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement and except as disclosed in the Filed Company SEC Documents or the transactions contemplated herebyas expressly permitted pursuant to Section 4.01(a)(i) through (xvi), since May 31, 2000the date of the most recent audited financial statements included in the Filed Company SEC Documents, the Company and its Subsidiaries have conducted their business respective businesses only in the ordinary course or as disclosed in any Company Reportsconsistent with past practice, and there has not been any Material Adverse Change, and from such date until the date hereof there has not been (i) any change or event having, or 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 capital stock of the Company's Company or any of its Subsidiaries, other than dividends or distributions by a direct or indirect wholly owned Subsidiary of the Company to its shareholders, (ii) any purchase, redemption or other acquisition by the Company or any of its Subsidiaries of any shares of capital stockstock 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, (iii) any split, combination or reclassification of any capital stock of the Company's capital stock Company or any of its Subsidiaries 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 their respective capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (aA) any granting by the Company or any Subsidiary, of its Subsidiaries to any current or former director, executive officer officer, employee or other key employee consultant of the Company or any Subsidiary its Subsidiaries of any increase in compensation, bonus or fringe or other benefitsbenefits or any granting of any type of compensation or benefits to any current or former director, officer, employee or consultant not previously receiving or entitled to receive such type of compensation or benefit, except for normal increases in cash compensation (including cash bonuses) in the ordinary course of business consistent with past practice or as was required under any employment agreements Company Benefit Agreement or Company Benefit Plan in effect as of the date of the most recent audited financial statements included in the Filed Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15SEC Documents, (bB) any granting by the Company or any Subsidiary, of its Subsidiaries to any such current or former director, executive officer officer, employee or key employee consultant of the Company or any of its Subsidiaries of any right to receive any increase in severance or termination pay pay, or (cC) any entry by the Company or any Subsidiary, of its Subsidiaries into, or any amendment amendments of, (1) any employment, deferred compensation, consulting, severance, change of control, termination or indemnification agreement or any other agreement with or involving any such current or former director, executive officer officer, employee or key employeeconsultant of the Company or any of its Subsidiaries or (2) any agreement with any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement (all such agreements under this clause (C), collectively, "Company Benefit Agreements"), (D) any adoption of, any amendment to or any termination of any Company Benefit Plan, or (E) any payment of any benefit under, or the grant of any award under, or any amendment to, or termination of, any bonus, incentive, performance or other compensation plan or arrangement, Company Benefit Agreement or Company Benefit Plan (including in respect of stock options, "phantom" stock, stock appreciation rights, restricted stock, "phantom" stock rights, restricted stock units, deferred stock units, performance stock units or other stock-based or stock-related awards or the removal or modification of any restrictions in any Company Benefit Agreement or Company Benefit Plan or awards made thereunder) except as required to comply with applicable law or any Company Benefit Agreement or Company Benefit Plan in effect as of the date of the most recent audited financial statements included in the Filed Company SEC Documents, (v) except insofar as may have been disclosed any damage, destruction or loss to any tangible asset of the Company or any of its Subsidiaries, whether or not covered by insurance, that individually or in the Company Reports aggregate has had or required by would reasonably be expected to have a change in GAAPMaterial Adverse Effect, (vi) any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) businesses, except insofar as may have been disclosed required by a change in the Company Reports, GAAP or (vii) any material tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectany settlement or compromise of any material income tax liability.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or the transactions contemplated hereby, since May December 31, 20001999, the Company Target and its Subsidiaries subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Target SEC Reports, and there has not been (i1) any change or event havingthat has had, or that would could reasonably be expected to have, a Company Material Adverse EffectEffect on Target or any Target Subsidiary, (ii2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock stock, or property) with respect to any of the CompanyTarget's capital stock, other than dividends declared and paid in the ordinary course of business consistent with past practice, (iii3) any split, combination or reclassification of any of the CompanyTarget's capital stock or any substitution for shares of the CompanyTarget's capital stock, except for issuances of Company Target's Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Target Option Plans, (iv4) except as set forth in Section 4.14 of the Company Target Disclosure Letter (aA) any granting by the Company Target or any Target Subsidiary, to any current or former director, executive officer or other key employee of the Company Target or any Target Subsidiary of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business or as was were required under any employment agreements Employment/Consulting Agreements listed in effect as Section 4.10 of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15Target Disclosure Letter, (bB) any granting by the Company Target or any Target Subsidiary, to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, or (cC) any entry by the Company Target or any Target Subsidiary, into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, (v5) except insofar as may have been disclosed in the Company Target SEC Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company Target or any Target Subsidiary, materially affecting its assets, liabilities or business or (vi6) except insofar as may have been disclosed in the Company Target SEC Reports, any tax election that individually or in the aggregate would aggregate, has had, or could reasonably be expected to have have, a Company Material Adverse Effect.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as heretofore disclosed in connection with this Agreement or the transactions contemplated herebySEC Documents, since May 31, 2000the date of the most recently audited financial statements included in the SEC Documents, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportscourse, and there has not been been: (ia) any change event, act, occurrence or event havingomission to act or occur having or which, or that would insofar as reasonably can be expected to foreseen, may have, a Company 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, ; (iiic) any split, combination or reclassification of any of the Company's 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 the Company's its capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, ; (ivd) except as set forth in the Company Disclosure Letter (ai) any granting by the Company or any Subsidiary, of its Subsidiaries to any current or former director, executive officer or other key employee of the Company or any Subsidiary of its Subsidiaries of any increase in compensation, bonus or other benefits, except for increases in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15SEC Documents, (bii) any granting by the Company or any Subsidiary, of its Subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, except as required under any employment, severance or termination agreement in effect as of the date of the most recent audited financial statements included in the SEC Documents (ctrue, complete and correct copies of all of which agreements have heretofore been furnished to Parent), (iii) any entry by the Company or any Subsidiary, into, or any amendment of, of its Subsidiaries into any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current executive officer, or former director(iv) any grant, executive officer whether or key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by not to an employee of the Company or any Subsidiaryof its Subsidiaries, materially affecting its assetsof any Stock Option or other option, liabilities warrant or business right to purchase or (vi) except insofar as may have been disclosed in the Company Reports, otherwise acquire any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effect.shares

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or as set forth on Section 3.8 of the transactions contemplated herebyCompany Schedule of Exceptions, since May 31June 30, 20002012, until the date of this Agreement, and except as contemplated by this Agreement, the Company and each Subsidiary has conducted its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reports, consistent with past practice and there has not been (ia) any change change, event or event having, occurrence which has had or that would reasonably be expected to have, 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 property) with otherwise in respect to any of the Company's ’s capital stock, ; (iiic) any splitredemption, combination repurchase or reclassification other acquisition of any shares of capital stock of the Company's capital stock Company (other than in connection with the forfeiture or any substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of equity based awards, options awarded prior to the date hereof in accordance with the Company Stock Plans, existing agreements or terms); (iv) except as set forth in the Company Disclosure Letter (ad) any granting by the Company or any Subsidiary, to any current of its directors, officers or former director, executive officer or other key employee of the Company or any Subsidiary employees of any material increase in compensation, bonus compensation or other benefits, except for increases in the ordinary course of business consistent with past practice or as was that are required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15, Plan; (be) any granting by the Company or any Subsidiary, to any such current or former director, executive officer or key employee of the right to receive any increase in severance or termination pay pay, except as provided for under any plan or agreement in effect prior to June 30, 2012; (cf) any entry by the Company or any Subsidiaryof its Subsidiaries into any employment, intoconsulting, indemnification, termination, change of control or severance agreement or arrangement with any present or former director, officer or employee of the Company, or any amendment of, to or adoption of any employment, deferred compensation, consulting, severance, termination Company Plan or indemnification agreement with collective bargaining agreement; (g) any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a material change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiaryof its Subsidiaries in its accounting principles, materially affecting its assets, liabilities except as may be required to conform to changes in statutory or business regulatory accounting rules or GAAP or regulatory requirements with respect thereto; or (vih) except insofar as may have been disclosed any material change in a Tax Group tax accounting period or method or settlement of a material Tax claim or assessment, in each case, relating to the Company Reportsor a Subsidiary of the Company, any tax election that individually unless required by GAAP or in the aggregate would reasonably be expected to have a Company Material Adverse Effectapplicable Law.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and except as permitted by Section 4.1(b), since May 31September 30, 20001997, the Company Interiors and its Subsidiaries subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company ReportsInteriors SEC Document filed since such date and prior to the date hereof, and there has not been (i) any material adverse change or event having, or that would reasonably be expected to have, a Company Material Adverse Effectin Interiors, (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 CompanyInteriors's capital stock, (iii) any split, combination or reclassification of any of the CompanyInteriors'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 the CompanyInteriors's capital stock, except for issuances of Company Interiors Class A Common Stock, Interiors Class B Common Stock, or Interiors Preferred Stock upon conversion or redemption of Interiors Convertible Securities or the exercise of options Interiors Employee Stock Options, in each case, awarded prior to the date hereof in accordance with the Company Stock Planstheir present terms or issued pursuant to Section 4.1(b), (iv) except as set forth in the Company Disclosure Letter (aiv)(A) any granting by the Company Interiors or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee of the Company Interiors or any Subsidiary its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases as a result of promotions, normal increases of base pay in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15September 30, 1997, (bB) any granting by the Company Interiors or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, or (cC) any entry by the Company Interiors or any Subsidiary, of its subsidiaries into, or any amendment of, any employment, deferred compensation, compensation consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed in Interiors SEC Documents filed and publicly available prior to the Company Reports date of this Agreement (as amended to the date hereof, the "Interiors Filed SEC Documents") or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, Interiors materially affecting its assets, liabilities or business or business, (vi) except insofar as may have been disclosed in the Company ReportsInteriors Filed SEC Documents, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on Interiors or any of its tax attributes or any settlement or compromise of any material income tax liability or (vii) any action taken by Interiors or any of the Interiors subsidiaries during the period from September 30, 1997 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time would constitute a breach of Section 4.1(b).

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement, the Stock Option Agreement or and the transactions contemplated hereby, as disclosed in the Trenwick SEC Documents filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Documents") since May 31the date of the most recent audited financial statements included in the Filed Trenwick SEC Documents, 2000, the Company Trenwick and its Subsidiaries subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportsconsistent with past practice, and there has not been occurred (i) any event or change having individually or event having, or that would reasonably be expected to have, in the aggregate a Company Material Adverse EffectEffect on Trenwick, (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 CompanyTrenwick's outstanding capital stock, other than regular quarterly cash dividends of $.26 per share on the Trenwick Common Stock and dividends paid by wholly owned subsidiaries, (iii) any split, combination or reclassification of any of the Company's capital stock or any substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (aA) any granting by the Company Trenwick or any Subsidiary, of its subsidiaries to any current or former director, executive director or officer of Trenwick or other key employee of the Company or any Subsidiary its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15business, (bB) any granting by the Company Trenwick or any Subsidiary, of its subsidiaries to any such current or former director, executive director or officer or key employee of any increase in severance or termination pay or (cC) any entry by the Company Trenwick or any Subsidiary, of its subsidiaries into, or any amendment amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former directordirector or officer, executive officer (iv) any tax election that individually or key employeein the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company Trenwick or any Subsidiary, of its subsidiaries materially affecting its their assets, liabilities or business or (vi) business, except insofar as may have been disclosed required or permitted by a change in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectapplicable accounting principles (including SAP).

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement Agreement, or the transactions contemplated herebyhereby and thereby, and except as permitted by Section 4.1(a) (and the sale of HealthWatch Series D 8% Convertible Preferred Stock pursuant to that certain private placement memorandum dated March 8, 2000), since May March 31, 2000, the Company HealthWatch and its Subsidiaries subsidiaries have conducted their business only in the ordinary course consistent with past practice or as disclosed in any Company ReportsHealthWatch SEC Documents filed since such date and prior to the date hereof, and there has not been except as required by outstanding preferred stock and the Additional Consideration Agreements: (i) any material adverse change or event having, or that would reasonably be expected to have, a Company Material Adverse Effect(as defined in Section 8.3) in HealthWatch, (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 CompanyHealthWatch's capital stock, (iii) any split, combination or reclassification of any of the CompanyHealthWatch'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 the CompanyHealthWatch's capital stock, except for issuances of Company HealthWatch Common Stock upon the exercise or conversion of options HealthWatch Employee Stock Options, in each case awarded prior to the date hereof in accordance with the Company Stock Planstheir present terms or issued pursuant to Section 4.1(a), (iv) except as set forth in the Company Disclosure Letter (aiv)(A) any granting by the Company HealthWatch or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee of the Company HealthWatch or any Subsidiary its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases as a result of promotions, normal increases of base pay or target bonuses in the ordinary course of business or as was required under any employment agreements in effect as of December 31, 1999 or in connection with the date employment of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15entering into an employment agreement with Xxxxx Xxxxxx, (bB) any granting by the Company HealthWatch or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay or (cC) any entry by the Company HealthWatch or any Subsidiary, of its subsidiaries into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former directordirector or officer, executive officer or any material amendment of any of the foregoing with any key employee, except in connection with the employment of Xxxxx Xxxxxx, (v) except insofar as may have been disclosed in HealthWatch SEC Documents filed and publicly available prior to the Company Reports date of this Agreement (as amended to the date hereof, the "HealthWatch Filed SEC Documents") or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, HealthWatch materially affecting its assets, liabilities or business or business, (vi) except insofar in so far as may have been disclosed in the Company ReportsHealthWatch Filed SEC Documents, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on HealthWatch or any of its tax attributes or any settlement or compromise of any material income tax liability, or (vii) any action taken by HealthWatch or any of the HealthWatch subsidiaries during the period from January 1, 2000 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 4.1(a) (excepting the agency agreement made with Commonwealth Associates, L.P. which acted as placement agent in the sale of the HealthWatch Series D 8% Convertible Preferred Stock and Series C 8% Convertible Preferred Stock (and related warrants)).

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection with this Agreement or the transactions contemplated hereby, SEC Filings filed and publicly available prior to the date hereof (the "Filed SEC Filings") since May December 31, 20001996, the Company and its Subsidiaries subsidiaries have conducted their business only respective businesses in the ordinary course or consistent with past practice and as disclosed in any Company Reports, and of the date hereof there has not been (i) any change condition, event or event havingoccurrence that, individually or that would reasonably be expected to havein the aggregate, has resulted in a Company Material Adverse EffectEffect with respect to 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, (iii) any split, combination or reclassification of any of the Company's 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 the Company's its capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as reflected in Section 4.2 of the Disclosure Letter and except as disclosed in this Agreement or as set forth in Section 4.9 of the Company Disclosure Letter Letter, (ax) any granting by the Company or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee of the Company or any Subsidiary of its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15December 31, 1996, (by) any granting by the Company or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, except as was required under any employment, severance or termination agreements in effect as of December 31, 1996 or (cz) any entry by the Company or any Subsidiary, into, or any amendment of, of its subsidiaries into any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current or former director, executive officer or key employeeexcept in the ordinary course of business consistent with past practice, (v) except insofar as may any damage, destruction or loss, whether or not covered by insurance, that has had or will have been disclosed in a Material Adverse Effect with respect to the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed in the Company ReportsFiled SEC Filings or required by a change in generally accepted accounting principles, any tax election that individually change in accounting methods, principles or in the aggregate would reasonably be expected to have a Company Material Adverse Effectpractices except as required by generally accepted accounting principles.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or the transactions contemplated herebyhereby and except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents"), since May 31, 2000the date of the most recent audited financial statements included in the Company Filed SEC Documents, the Company and its Subsidiaries subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportscourse, and since such date there has not been (i1) any material adverse change or event having, or that would reasonably be expected with respect to have, a Company Material Adverse Effectthe Company, (ii2) 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, (iii3) any split, combination or reclassification of any of 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 the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv4) except as set forth in the Company Disclosure Letter (aA) any granting by the Company or any Subsidiary, of its subsidiaries to any current or former director, consultant, executive officer or other key employee of the Company or any Subsidiary its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in cash compensation and the granting of Stock Options, in each case prior to the date of this Agreement in the ordinary course of business consistent with past practice, or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15Filed SEC Documents, (bB) any granting by the Company or any Subsidiary, of its subsidiaries to any such current or former director, consultant, executive officer or key employee of any increase in severance or termination pay or pay, except as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Company Filed SEC Documents, (cC) any entry by the Company or any Subsidiary, of its subsidiaries into, or any amendment of, any employmentBenefit Agreement or (D) any amendment to, deferred compensationor modification of, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employeeStock Option, (v5) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, of its subsidiaries materially affecting its their respective assets, liabilities or business or businesses, (vi6) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would could reasonably be expected to have a adversely affect in any material respect the tax liability or tax attributes of the Company Material Adverse Effector any of its subsidiaries or (7) any settlement or compromise of any material income tax liability.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or the transactions contemplated hereby, since May December 31, 20002001, each of the Company Target Companies and its Subsidiaries their respective subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reports, and there has not been (i) any material adverse change to the Target Companies and no event has occurred or event havingcircumstance has arisen that, in combination with any other events or that circumstances, would reasonably be expected to have, have a Company Material Adverse Effectmaterial adverse effect on either of the Target Companies, (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 Target Companies' capital stock, (iii) any split, combination or reclassification of any of the Company's Target Companies' 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 Target Companies' capital stock, except for issuances of Target Company Common Stock upon the exercise of options the Target Company Options awarded prior to the date hereof in accordance with their present terms or in accordance with the Company terms of the Target Companies Stock Plans, (iv) except as set forth in the Company Disclosure Letter (aA) any granting by either of the Company Target Companies or any Subsidiary, of their respective subsidiaries to any current or former director, executive officer or other key employee (as defined in Section 10.02) of either of the Company Target Companies or any Subsidiary their respective subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15May 31, 2002, (bB) any granting by either of the Company Target Companies or any Subsidiary, of their respective subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, except in the ordinary course of business or as required under any employment agreements in effect as of May 31, 2002, or (cC) any entry by either of the Company Target Companies or any Subsidiary, of their respective subsidiaries into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, other than in the ordinary course of business, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAPgenerally accepted accounting principles, any change in accounting methods, principles or practices by either of the Company or any Subsidiary, Target Companies materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on the Target Companies or any of their material tax attributes or any settlement or compromise of any material income tax liability.

Absence of Certain Changes or Events. No Undisclosed Material ------------------------------------------------------------- Liabilities. ----------- (i) Except for any Subsidiary liabilities incurred as disclosed in connection with the SEC Documents filed and publicly available prior to the date of this Agreement (the "Filed SEC Documents") or specified in Section 4.1(f) of the transactions contemplated herebyDisclosure Schedule, since May 31the date of the most recent audited financial statements included in the Filed SEC Documents, 2000, the Company and its Subsidiaries have conducted their business businesses only in the ordinary course or as disclosed in any Company Reportscourse, and there has not been been: (iA) any change or event having, or that would reasonably be expected to have, a Company Material Adverse Effect, Change; (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 shares of Company's capital stock, (iii) or any split, combination redemption or reclassification other acquisition by Company of any of the Company's capital stock or any substitution for shares of the Company's its capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, ; (ivC) except as set forth in the Company Disclosure Letter (a) any granting by the Company or any Subsidiary, to any current or former director, executive officer or other key employee of the Company or any Subsidiary of any increase in compensationthe rate or terms of compensation payable or to become payable by Company or its Subsidiaries to their directors, bonus officers or other benefitskey employees, except for increases occurring in the ordinary course of business consistent with past practice; (D) any entry into, or increase in the rate or terms of, any bonus, insurance, severance, pension or other employee or retiree benefit plan, payment or arrangement made to, for or with any such directors, officers or key employees, except increases occurring in the ordinary course of business consistent with past practices or as was required under by applicable law; (E) any entry into any agreement, commitment or transaction by Company or any of its Subsidiaries which is material to Company and its Subsidiaries taken as a whole, except for agreements, commitments or transactions entered into in the ordinary course of business consistent with past practice; (F) any change by Company in accounting methods, principles or practices, except as required or permitted by generally accepted accounting principles; (G) any write-off or write-down of, or any determination to write-off or write-down, any asset of Company or any of its Subsidiaries or any portion thereof which write-off, write-down or determination exceeds $50,000 individually or $250,000 in the aggregate; (H) any announcement or implementation of any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment agreements of employees of Company or its Subsidiaries; or (I) any announcement of or entry into any agreement, commitment or transaction by Company or any of its Subsidiaries to do any of the things described in effect the preceding clauses (A) through (H) otherwise than as expressly provided for herein. (ii) Except as disclosed in the Filed SEC Documents or specified in Section 4.1(f) of the Disclosure Schedule and liabilities incurred in the ordinary course of business consistent with past practice since the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date Filed SEC Documents, there are no liabilities of this Agreement which have been disclosed to Parent in the manner described in Section 4.15, (b) any granting by the Company or its Subsidiaries of any Subsidiarykind whatsoever, whether accrued, contingent, absolute, due, to any such current become due, determined, determinable or former directorotherwise, executive officer having or key employee of any increase in severance or termination pay or (c) any entry by the Company or any Subsidiarywhich could reasonably be expected to have, into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have aggregate, a Company Material Adverse EffectEffect on Company.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement and except as disclosed in the Filed Company SEC Documents or the transactions contemplated herebyas expressly permitted pursuant to Section 4.01(a)(i) through (xv), since May 31, 2000the date of the most recent audited financial statements included in the Filed Company SEC Documents, the Company and its Subsidiaries have conducted their business respective businesses only in the ordinary course or as disclosed in any Company Reportsconsistent with past practice, and there has not been (i) any change or event having, or that would reasonably be expected to have, a Company Material Adverse EffectChange, and from such date until the date hereof there has not been (iii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any capital stock of the Company's Company or any of its Subsidiaries, (ii) any purchase, redemption or other acquisition by the Company or any of its Subsidiaries of any shares of capital stockstock 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, (iii) any split, combination or reclassification of any capital stock of the Company's capital stock Company or any of its Subsidiaries 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 their respective capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (aA) any granting by the Company or any Subsidiary, of its Subsidiaries to any current or former director, executive officer officer, employee or other key employee consultant of the Company or any Subsidiary of its Subsidiaries of any increase in compensation, bonus or fringe or other benefitsbenefits or any granting of any type of compensation or benefits to any current or former director, officer, employee or consultant not previously receiving or entitled to receive such type of compensation or benefit, except for increases in the ordinary course of business or as was required under any employment agreements Company Benefit Agreement or Company Benefit Plan in effect as of the date of the most recent audited financial statements included in the Filed Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15SEC Documents, (bB) any granting by the Company or any Subsidiary, of its Subsidiaries to any such current or former director, executive officer officer, employee or key employee consultant of the Company or any of its Subsidiaries of any right to receive any increase in change of control, severance or termination pay compensation or benefits, or (cC) any entry by the Company or any Subsidiary, into, of its Subsidiaries into or any amendment of, amendments of (1) any employment, deferred compensation, consulting, severance, change of control, termination or indemnification agreement or any other agreement, plan or policy with or involving any such current or former director, executive officer officer, employee or key employeeconsultant of the Company or any of its Subsidiaries or (2) any agreement with any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement (all such agreements under this clause (C), collectively, “Company Benefit Agreements”), (D) any adoption of, any amendment to or any termination of any collective bargaining agreement or any Company Benefit Plan, (E) any payment of any benefit or grant of any award under Company Benefit Agreement or Company Benefit Plan (including in respect of stock options, “phantom” stock, stock appreciation rights, restricted stock, “phantom” stock rights, restricted stock units, deferred stock units, performance stock units or other stock-based or stock-related awards or the removal or modification of any restrictions in any Company Benefit Agreement or Company Benefit Plan or awards made thereunder) except as required to comply with applicable Legal Provisions or any Company Benefit Agreement or Company Benefit Plan in effect as of the date of the most recent audited financial statements included in the Filed Company SEC Documents, (F) any action to accelerate the vesting or time of payment of any compensation or benefit under any Company Benefit Plan or Company Benefit Agreement or (G) any action to fund or in any other way secure the payment of compensation or benefits under any Company Benefit Plan or Company Benefit Agreement, (v) except insofar as may have been disclosed any damage, destruction or loss to any asset of the Company or any of its Subsidiaries, whether or not covered by insurance, that individually or in the aggregate has had or could reasonably be expected to have a Company Reports or required by a change in GAAPMaterial Adverse Effect, (vi) any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) businesses, except insofar as may have been disclosed required by a change in the Company Reports, GAAP or (vii) any material tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectany settlement or compromise of any material income tax liability.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement Agreement, the Option Agreements or the transactions contemplated herebyhereby and thereby, and except as permitted by Section 4.1(a), since May 31April 27, 20001996, the Company RSI and its Subsidiaries subsidiaries have conducted their business only in the ordinary course consistent with past practice or as disclosed in any Company ReportsRSI SEC Document filed since such date and prior to the date hereof, and there has not been (i) any material adverse change or event having, or that would reasonably be expected to have, a Company Material Adverse Effect(as defined in Section 8.3) in RSI, (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 CompanyRSI's capital stock, (iii) any split, combination or reclassification of any of the CompanyRSI'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 the CompanyRSI's capital stock, except for issuances of Company RSI Common Stock upon the exercise or conversion of options RSI Employee Stock Options, in each case awarded prior to the date hereof in accordance with the Company Stock Planstheir present terms or issued pursuant to Section 4.1(a), (iv) except as set forth in the Company Disclosure Letter (aiv)(A) any granting by the Company RSI or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee of the Company RSI or any Subsidiary its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases as a result of promotions, normal increases of base pay in the ordinary course of business or as was required under any employment agreements in effect as of the date April 27, 1996 or disclosed in Section 3.1(i) of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15RSI Disclosure Schedule, (bB) any granting by the Company RSI or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, or (cC) any entry by the Company RSI or any Subsidiary, 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, executive officer or key employee, (v) except insofar as may have been disclosed in RSI SEC Documents filed and publicly available prior to the Company Reports date of this Agreement (as amended to the date hereof, the "RSI Filed SEC Documents") or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, RSI materially affecting its assets, liabilities or business or business, (vi) except insofar as may have been disclosed in the Company ReportsRSI Filed SEC Documents, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on RSI or any of its tax attributes or any settlement or compromise of any material income tax liability, or (vii) any action taken by RSI or any of the RSI subsidiaries during the period from April 28, 1996 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 4.1(a).

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with From December 31, 1998 to the date hereof, except as contemplated or permitted by this Agreement or the transactions contemplated hereby, as disclosed in any SEC Report filed since May December 31, 20001998 and prior to the execution and delivery of this Agreement or in the Company Disclosure Schedule, the Company and its the Company Subsidiaries have conducted their business businesses only in the ordinary course or as disclosed and in any Company Reports, a manner consistent with past practice and there has not been (iother than as described in Section 5.7 of the Company Disclosure Schedule) (a) any material change by the Company in its accounting methods, principles or event havingpractices except as required by generally accepted accounting principles and disclosed in any SEC Report filed since December 31, or that would reasonably be expected to have, a Company Material Adverse Effect1998, (iib) any material revaluation by the Company of any material 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 after the date of the most recent SEC Report filed prior to the date hereof, (c) any entry by the Company or any Company Subsidiary into any commitment or transaction material to the Company and the Company Subsidiaries taken as a whole, except in the ordinary course of business and consistent with past practice, (d) 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, (iii) any split, combination or reclassification of any shares of the Company's capital stock or any substitution for shares redemption, purchase or other acquisition of any of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Planssecurities, (ive) except as set forth any material increase in the Company Disclosure Letter (a) benefits under, or the establishment, material amendment or termination of, any granting by the Company or any Subsidiarybonus, to any current or former directorinsurance, executive officer severance, deferred compensation, pension, retirement, profit sharing, or other key employee benefit plan covering employees of the Company or any Subsidiary of Company Subsidiary, or any material increase in compensation, bonus the compensation payable or to become payable to or any other benefits, except for increases material change in the ordinary course employment terms for any directors or officers of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15, (b) any granting by the Company or any SubsidiaryCompany Subsidiary or any other employee earning noncontingent cash compensation in excess of $100,000 per year, to any such current or former director, executive officer or key employee of any increase in severance or termination pay or (cf) any entry by the Company or any Subsidiary, into, or any amendment of, Company Subsidiary into any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any director or officer of the Company or any Company Subsidiary or entry into any such current agreement with any other person for a noncontingent cash amount in excess of $100,000 per year or former director, executive officer or key employeeoutside the ordinary course of business, (vg) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices issuance by the Company or any SubsidiaryCompany Subsidiary of any notes, materially affecting its assetsbonds or other debt securities or any capital stock or other equity securities or any securities convertible, liabilities exchangeable or business exercisable into any capital stock or other equity securities, except for the issuance of any shares of Common Stock pursuant to the exercise of any stock options and the issuance of any capital stock expressly contemplated by this Agreement, (h) any agreement by the Company or any Company Subsidiary to take any of the actions described in this Section 5.7 except as expressly contemplated by this Agreement, or (vii) except insofar as may have been disclosed in the Company Reportsany event, any tax election change or circumstance that individually has or in the aggregate would is reasonably be expected likely to have a Company Material Adverse Effect. Item (i) set forth above shall, as of the Effective Time, also apply to the period beginning on the date hereof and ending immediately prior to the Effective Time.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection with the Target Public Disclosure Documents filed and publicly available prior to the date of this Agreement or agreement (the transactions contemplated hereby“Filed Target Public Disclosure Documents”), since May 31January 1, 20002009, the Company Target has conducted, and caused each of its Subsidiaries have conducted their to conduct, its business only in the ordinary course or as disclosed in any Company Reports, and and: (i) there has not been any event, change, effect or development (i) including any decision to implement such a change made by the board of directors of Target or event havingany of its Subsidiaries in respect of which senior management believes that confirmation of the board of directors is probable), which, individually or in the aggregate, has had, or that would reasonably be expected to have, a Company Material Materially Adverse Effecteffect on Target and its Subsidiaries, taken as a whole; (ii) there has not been, except for regular annual dividends not in excess of $0.04 per Target 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 capital stock, Target Shares; (iii) there has not been any split, combination or reclassification of any Authorized Capital of the Company's capital stock Target or any issuance or the authorization of any issuance of any other securities in exchange or in substitution for shares of the Company's capital stock, except for issuances Authorized Capital of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, Target; (iv) there has not been, except as set forth disclosed in Section (g) of the Company Target Disclosure Letter Statement, (aA) any granting by the Company Target or any Subsidiary, of its Subsidiaries to any current or former director, executive officer or other key employee of the Company Target or any Subsidiary of its Subsidiaries of any increase in or acceleration of compensation, bonus or other benefits, except for increases in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15, (bB) any granting by the Company Target or any Subsidiary, of its Subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, or (cC) any entry by the Company Target or any Subsidiary, into, or any amendment of, of its Subsidiaries into any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current or former director, executive officer or key employee, officer; (v) except insofar as may have there has not been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company Target or any Subsidiary, of its Subsidiaries materially affecting its assets, liabilities or business or (vi) business, except insofar as may have been disclosed required by a change in GAAP or as set forth in Section (g) of the Target Disclosure Statement; (vi) neither Target nor any of its Subsidiaries has engaged in any action which, if done after the date of this agreement, would violate Section 5(a) of this agreement, except as set forth in Section (g) of the Target Disclosure Statement; and (vii) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) that is Materially Adverse to Target and its Subsidiaries, taken as a whole, has been incurred other than in the Company Reportsordinary course of business consistent with past practice, any tax election that individually or except as set forth in Section (g) of the aggregate would reasonably be expected to have a Company Material Adverse EffectTarget Disclosure Statement.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or the transactions contemplated herebyhereby and except as disclosed in the Excel Filed SEC Documents, since May March 31, 20001999, the Company Excel and its Subsidiaries subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reports, and since such date there has not been (i1) any change or event having, or that would reasonably be expected to have, a Company Material Adverse EffectChange in Excel, (ii2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the CompanyExcel's capital stock, (iii3) any split, combination or reclassification of any of the CompanyExcel'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 the CompanyExcel's capital stock, except for issuances of Company Excel Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plansas expressly permitted by Section 4.01(a)(ii), (iv4) except as set forth in the Company Disclosure Letter (aA) any granting by the Company Excel or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee of the Company Excel or any Subsidiary its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in cash compensation in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15Excel Filed SEC Documents, (bB) any granting by the Company Excel or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay or pay, (cC) any entry by the Company Excel or any Subsidiary, of its subsidiaries into, or any amendment amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, or (vD) any amendment to, or modification of, any Excel Stock Option, (5) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company Excel or any Subsidiary, of its subsidiaries materially affecting its their respective assets, liabilities or business or businesses, (vi6) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would is reasonably be expected likely to have a Company Material Adverse Effectadversely affect in any material respect the tax liability or tax attributes of Excel or any of its subsidiaries or (7) any settlement or compromise of any material income tax liability.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or as set forth on Section 3.8 of the transactions contemplated herebyBioLite Schedule of Exceptions, since May 31September 30, 20002017, until the Company date of this Agreement, and except as contemplated by this Agreement, BioLite and each Subsidiary has conducted its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reports, consistent with past practice and there has not been (ia) any change change, event or event having, occurrence which has had or that would reasonably be expected to have, a Company have BioLite 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 BioLite’s capital stock, ; (iiic) any splitredemption, combination repurchase or reclassification other acquisition of any shares of the Company's capital stock of BioLite (other than in connection with the forfeiture or any substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of equity based awards, options awarded prior to the date hereof in accordance with the Company Stock Plans, existing agreements or terms); (iv) except as set forth in the Company Disclosure Letter (ad) any granting by the Company or any Subsidiary, BioLite to any current of its directors, officers or former director, executive officer or other key employee of the Company or any Subsidiary employees of any material increase in compensation, bonus compensation or other benefits, except for increases in the ordinary course of business consistent with past practice or as was that are required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15, BioLite Plan; (be) any granting to any director, officer or employee of the right to receive any severance or termination pay, except as provided for under any plan or agreement in effect prior to September 30, 2017; (f) any entry by the Company BioLite or any Subsidiaryof its Subsidiaries into any employment, to consulting, indemnification, termination, change of control or severance agreement or arrangement with any such current present or former director, executive officer or key employee of any increase in severance or termination pay or (c) any entry by the Company or any Subsidiary, intoBioLite, or any amendment ofto or adoption of any BioLite Plan or collective bargaining agreement; (g) any material change by BioLite or any of its Subsidiaries in its accounting principles, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed be required to conform to changes in statutory or regulatory accounting rules or GAAP or regulatory requirements with respect thereto; or (h) any material change in the Company Reports tax accounting period or method or settlement of a material Tax claim or assessment, in each case, relating to BioLite or a Subsidiary of BioLite, unless required by a change in GAAP, any change in accounting methods, principles GAAP or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectapplicable Law.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or as publicly disclosed in the transactions contemplated herebyForms 10-K, 10-Q and 8-K and any registration statements, proxy statements or prospectuses comprising the SuperMedia Reports filed prior to the Original Agreement Date, (i) since May December 31, 20002011, (A) SuperMedia and the Company and its SuperMedia Subsidiaries have conducted their business only respective businesses in all material respects in the ordinary course or as disclosed in any Company Reportsof business consistent with past practice, and (B) there has not been any Material Adverse Effect with respect to SuperMedia; and (iii) since December 31, 2011 through the Original Agreement Date, there has not been: (a) any change issuance or event havingawards of SuperMedia Stock Options, SuperMedia Restricted Shares, SuperMedia Stock Units or that would reasonably be expected other equity-based awards in respect of SuperMedia Common Stock to haveany director, a Company Material Adverse Effectofficer or employee of SuperMedia or any of the SuperMedia Subsidiaries, other than in the ordinary course of business consistent with past practice; (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 SuperMedia’s capital stock, ; (iii) any split, combination or reclassification of any of the Company's capital stock or any substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (ivc) except as required by the terms of any SuperMedia Benefit Plans set forth in on Section 3.11(a) of the Company SuperMedia Disclosure Letter Schedule or by applicable Law, (ai) any granting by the Company SuperMedia or any Subsidiary, of the SuperMedia Subsidiaries to any current or former director, executive officer or other key employee of the Company or any Subsidiary of any increase in compensation, bonus or other benefits, except for any such increases to employees who are not current directors or executive officers of SuperMedia in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15consistent with past practice, (bii) any granting by the Company SuperMedia or any Subsidiary, of the SuperMedia Subsidiaries to any such current or former director, director or executive officer or key employee of SuperMedia of any increase in severance or termination pay or pay, (ciii) any entry by the Company SuperMedia or any Subsidiary, of its Subsidiaries into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former directordirector or executive officer, executive officer (iv) any establishment, adoption, entry into, amendment or key employee, modification of any SuperMedia Benefit Plan or (v) except insofar as may have been disclosed in the Company Reports any entry by SuperMedia or required by a any of its Subsidiaries into, or any amendment or termination of, any collective bargaining agreement or collective bargaining relationship; (d) any change in GAAP, any change material respect in accounting methods, principles or practices by the Company or any Subsidiary, materially SuperMedia affecting its assets, liabilities or business business, other than changes to the extent required by a change in GAAP or regulatory accounting principles; (vie) except insofar as may have been disclosed any material Tax election or change in or revocation of any material Tax election, material amendment to any Tax Return, closing agreement with respect to a material amount of Taxes, or settlement or compromise of any material income Tax liability by SuperMedia or any of the Company Reports, SuperMedia Subsidiaries; (f) any tax election that individually material change in its investment or in risk management or other similar policies; or (g) any agreement or commitment (contingent or otherwise) to do any of the aggregate would reasonably be expected to have a Company Material Adverse Effectforegoing.

Absence of Certain Changes or Events. Except for as set forth in Section 3.1(m) of the Company Disclosure Schedule, since December 31, 2005 (i) there has not been any Subsidiary liabilities incurred change, or, to the knowledge of Company, any event involving a prospective change, in connection the business, financial condition or results of operations or, to the knowledge of Company, prospects of Company or any of its Subsidiaries or in the relationship of Company or its Subsidiaries with respect to their employees, creditors, suppliers, distributors, customers or others with whom they have business relationships, which has had, or would be reasonably likely to have, a Material Adverse Effect on Company, (ii) Company and each of its Subsidiaries have conducted their respective businesses in the ordinary course consistent with their past practices and neither Company nor any of its Subsidiaries has taken any action or entered into any transaction, and, to the knowledge of Company, no event has occurred, that would have required Commerce or Sub's consent pursuant to Section 4.1 of this Agreement if such action had been taken, transaction entered into or event had occurred, in each case, after the transactions contemplated herebydate of this Agreement, since May 31nor has Company or any of its Subsidiaries entered into any agreement, 2000plan or arrangement to do any of the foregoing, the (iii) there have been no dividends or other distributions declared, set aside or paid in respect of Company Common Stock, nor has any action with respect to Company Common Stock proscribed by Section 4.1 of this Agreement occurred or been taken, and (iv) Company and its Subsidiaries have conducted their business only in the ordinary course not entered into any employment contract with any director, officer or as disclosed in salaried employee, paid any Company Reports, and there has not been (i) or made any change accrual or event having, or that would reasonably be expected to have, a Company Material Adverse Effect, (ii) any declaration, setting aside or arrangement for payment of any dividend bonuses or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock, (iii) any split, combination or reclassification special compensation of any of the Company's capital stock kind or any substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (a) any granting by the Company or any Subsidiary, to any current or former director, executive officer or other key employee of the Company or any Subsidiary of any increase in compensation, bonus or other benefits, except for increases in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15, (b) any granting by the Company or any Subsidiary, to any such current or former director, executive officer or key employee of any increase in severance or termination pay to any of their officers, employees or (c) any entry by directors, increased the Company or any Subsidiaryrate of compensation, intoif any, or instituted or made any amendment ofmaterial increases in any officer's, any employmentemployee's or director's welfare, deferred compensationretirement or similar plan or arrangement, consulting, severance, termination or indemnification agreement other than annual and merit increases made in accordance with any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or past practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectand procedures.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or the transactions contemplated hereby, since May December 31, 20001997, the Company Acquiror and its Subsidiaries subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company ReportsAcquiror Filed SEC Document, and there has not been (i) any change or event having, or that would reasonably be expected to have, a Company Material Adverse Effect, (ii1) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the CompanyAcquiror's capital stock, other than regular quarterly cash dividends on the Acquiror Common Stock, (iii2) any split, combination or reclassification of any of the CompanyAcquiror'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 the CompanyAcquiror's capital stock, except for issuances of Company Acquiror Common Stock upon the exercise of options Acquiror Employee Stock Options awarded prior to the date hereof September 30, 1998 in accordance with their present terms or issued pursuant to Section 4.1(b) or in accordance with the Company terms of the Acquiror Stock Plans, (iv3) except as set forth in the Company Disclosure Letter (aA) any granting by the Company Acquiror or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee of the Company Acquiror or any Subsidiary its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports Acquiror SEC Documents filed and publicly available prior to the date of this Agreement which have been disclosed (as amended to Parent in the manner described in Section 4.15date of this Agreement, the "Acquiror Filed SEC Documents"), (bB) any granting by the Company Acquiror or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, except in the ordinary course of business or pursuant to the Acquiror Stock Plans, or (cC) any entry by the Company Acquiror or any Subsidiary, 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, executive officer or key employee, other than in the ordinary course of business, (v4) except insofar as may have been disclosed in the Company Reports Acquiror Filed SEC Documents or required by a change in GAAPgenerally accepted accounting principles, any change in accounting methods, principles or practices by the Company or any Subsidiary, Acquiror materially affecting its assets, liabilities or business or (vi5) except insofar as may have been disclosed in the Company ReportsAcquiror Filed SEC Documents, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on Acquiror or any of its tax attributes or any settlement or compromise of any material income tax liability.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred Since the date of the most recent audited financial statements included in connection with this Agreement or the transactions contemplated hereby, since May 31, 2000Filed SEC Documents, the Company and its Subsidiaries subsidiaries have conducted their business respective businesses only in the ordinary course or as disclosed in any Company Reportsconsistent with past practice, and there has not been (i) any material adverse change or event having, or that would reasonably be expected to have, a Company Material Adverse Effect(as defined in Section 10.03) 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, (iii) any split, combination or reclassification of any of the Company's 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 the Company's its capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (aw) any granting by the Company or any Subsidiary, of its subsidiaries to any current director or former director, executive officer or other key employee of the Company or any Subsidiary its subsidiaries of any increase in compensation, bonus or other benefits, except for increases in the ordinary course of business consistent with prior practice or as was required under employment agreements or stock option agreements in effect as of the date of the most recent audited financial statements included in the Filed SEC Documents, (x) any granting by the Company or any of its subsidiaries to any director or officer of any stock options, except as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15Filed SEC Documents, (by) any granting by the Company or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, except as was required under any employment, severance or termination agreements, plans or arrangements in effect as of the date of the most recent audited financial statements included in the Filed SEC Documents or (cz) any entry by the Company or any Subsidiary, into, or any amendment of, of its subsidiaries into any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current director or former director, executive officer or key employeeofficer, (v) except insofar as may have been disclosed any damage, destruction or loss, whether or not covered by insurance, that individually or in the Company Reports or required by aggregate would have a change in GAAPmaterial adverse effect on the Company, (vi) any material change in accounting methods, principles or practices by from those applied in the Company or any Subsidiarypreparation of the most recent audited financial statements included in the Filed SEC Documents, materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed required by a change in the Company ReportsGAAP, or (vii) any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on the Company.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed on ------------------------------------- Schedule 4.03(n), from the date of the most recent financial statements included in connection with the Filed SEC Documents to the date of this Agreement or the transactions contemplated herebyAgreement, since May 31, 2000, the Company and ICI has conducted its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportscourse, and during such period there has not been been: (i) any change event, change, effect or event having, development that has had or that would could reasonably be expected to havehave an adverse effect on the business of ICI; (ii) (A) any granting by ICI to any director, a Company Material Adverse Effectofficer or employee of ICI of any increase in compensation, except in the ordinary course of business consistent with past practice or as was required under employment agreements in effect as of the date of the most recent financial statements included in the Filed SEC Documents, (iiB) any granting by ICI to any such director, officer or employee of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements in effect as of the date of the most recent financial statements included in the Filed SEC Documents or (C) any entry by ICI into any employment, severance or termination agreement with any such director, officer or employee; (iii) any adoption of, or amendment to, any ICI Benefit Plan by ICI during the period from the date of the most recent financial statements included in the Filed SEC Documents to the date of this Agreement; (iv) any change in accounting methods, principles or practices by ICI affecting the properties or assets of ICI, except insofar as may have been required by a change in generally accepted accounting principles; (v) any elections by ICI with respect to Taxes or settlement or compromise by ICI of any Tax liability or refund; or (vi) (A) any declaration, setting aside or payment of any dividend dividends, distributions or other distribution amounts (whether in cash, stock or property) with respect to any of the Company's shares of ICI Common Stock or any other shares of capital stockstock of ICI, (iiiB) any split, combination or reclassification of any shares of the Company's capital stock ICI Common Stock or any issuance, or authorization to issue, any other securities in respect of, in lieu of, or in substitution for for, shares of the Company's capital stock, except for issuances of Company ICI Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, or (iv) except as set forth in the Company Disclosure Letter (aC) any granting by the Company purchase, redemption or other acquisition for value of any shares of ICI Common Stock or any Subsidiaryother securities of ICI or any rights, warrants or options to acquire any current or former director, executive officer such shares or other key employee of the Company or any Subsidiary of any increase in compensation, bonus or other benefits, except for increases in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15, (b) any granting by the Company or any Subsidiary, to any such current or former director, executive officer or key employee of any increase in severance or termination pay or (c) any entry by the Company or any Subsidiary, into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectsecurities.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or the transactions contemplated herebyhereby and except as permitted by Section 4.1(a), since May December 31, 20001996, the Company HFS and its Subsidiaries subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company ReportsHFS SEC Document filed since such date and prior to the date hereof, and there has not been (i) any material adverse change or event having, or that would reasonably be expected to have, a Company Material Adverse Effect(as defined in Section 8.3) in HFS, (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 CompanyHFS's capital stock, (iii) any split, combination or reclassification of any of the CompanyHFS'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 the CompanyHFS's capital stock, except for issuances of Company HFS Common Stock upon conversion of HFS Convertible Securities or upon the exercise of options HFS Employee Stock Options, in each case awarded prior to the date hereof in accordance with the Company Stock Planstheir present terms or issued pursuant to Section 4.1(a), (iv) except as set forth in the Company Disclosure Letter (aiv)(A) any granting by the Company HFS or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee of the Company HFS or any Subsidiary its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases as a result of promotions, normal increases of base pay in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15December 31, 1996, (bB) any granting by the Company HFS or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, or (cC) any entry by the Company HFS or any Subsidiary, 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, executive officer or key employee, (v) except insofar as may have been disclosed in HFS SEC Documents filed and publicly available prior to the Company Reports date of this Agreement (as amended to the date hereof, the "HFS Filed SEC Documents") or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, HFS materially affecting its assets, liabilities or business or business, (vi) except insofar as may have been disclosed in the Company ReportsHFS Filed SEC Documents, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on HFS or any of its tax attributes or any settlement or compromise of any material income tax liability, or (vii) any action taken by HFS or any of the HFS subsidiaries during the period from January 1, 1997 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time would constitute a breach of Section 4.1(a).

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or Since the transactions contemplated hereby, since May 31, 2000Company Balance Sheet Date through the date hereof, the Company and its Subsidiaries have conducted their business only respective businesses in the ordinary course or as disclosed in any Company Reports, and there has not been been: (ia) any change change, circumstance, event, occurrence or event having, development that has had or that would reasonably be expected to have, 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 Company Securities or Company Subsidiary Securities (except for any dividends or other distributions by any direct or indirect wholly-owned Subsidiary to the Company or a wholly-owned Subsidiary of the Company's capital stock), (iii) any split, combination or reclassification of any of the Company's capital stock or any substitution for shares of the Company's capital stockrepurchase, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (a) any granting redemption or other acquisition by the Company or any Subsidiary, to of its Subsidiaries of any current or former director, executive officer outstanding shares of capital stock or other key employee securities of the Company or any Subsidiary of its Subsidiaries; (c) except as required by Applicable Law, any (i) increase or modification in compensationthe compensation or benefits payable or to become payable to (A) its 15 most highly compensated employees or (B) any other employees, bonus or other benefits, except for than increases in the ordinary course of business business, or as was required under (ii) establishment, adoption, entry into or amendment of any employment agreements bonus, severance, termination, pension, insurance or other employee benefit plan, agreement or arrangement made to, for or with any of its directors, officers or employees, other than reimbursements and advances of expenses in effect as the ordinary course of business; (d) any material labor dispute, except for individual grievances, or, to the knowledge of the date Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the most recent audited financial statements included in the Company Reports filed and publicly available prior or any of its Subsidiaries; (e) any material damage, destruction or loss with respect to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15material property and assets owned, (b) any granting leased or otherwise used by the Company or any Subsidiaryof its Subsidiaries, to any such current whether or former director, executive officer or key employee of any increase in severance or termination pay or not covered by insurance; (cf) any entry by the Company or any Subsidiary, into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in any method of accounting methods, principles or accounting practices by the Company or any Subsidiaryof its Subsidiaries, materially affecting its assetsexcept for any such change required by reason of a concurrent change in GAAP, liabilities or business as required by the Public Company Accounting Oversight Board, by Regulation S-X under the Exchange Act, or interpretations of GAAP as announced by the Financial Accounting Standards Board (vias agreed to by the Company’s independent auditor); (g) except insofar as may have been disclosed any material Tax election, material change in method of Tax accounting or settlement of any material claim for Taxes; or (h) any agreement, whether in writing or otherwise, to do any of the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectforegoing.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection with the SEC Documents filed prior to the date hereof (the "Filed SEC Documents") or in Section 2.6 of the Disclosure Schedule or as otherwise contemplated or permitted by this Agreement or the transactions contemplated herebyAgreement, since May 31, 2000the date of the most recent audited financial statements included in the Filed SEC Documents, the Company and its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reports(which conduct has not had a Material Adverse Effect), and except as otherwise expressly permitted by this Agreement, there has not been (i) any event, effect or change which has had or event having, or that which would reasonably be expected to have, 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 outstanding capital stockstock (other than regular quarterly cash dividends of $.08 per Common Share in accordance with usual record and payment dates and in accordance with the Company's present dividend policy), (iii) any split, combination or reclassification of any of the Company's 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 the Company's its outstanding capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (a) any granting by the Company or any Subsidiary, of its Subsidiaries to any current or former director, executive officer or other key employee of the Company or any Subsidiary of its Subsidiaries of any increase in compensation, bonus or other benefits, except for increases in the case of employees in the ordinary course of business consistent with prior practice, or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15Filed SEC Documents, (b) any granting by the Company or any Subsidiary, of its Subsidiaries to any such current or former director, executive officer or key other employee of any increase in severance or termination pay pay, except 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, (c) any entry by the Company or any Subsidiary, into, or any amendment of, of its Subsidiaries into any employment, deferred compensationseverance, consulting, severancechange of control, termination or indemnification similar agreement with any such current officer, director or former director, executive officer or key other employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in the method of accounting methods, principles or practices policy used by the Company or any Subsidiaryof its Subsidiaries, materially affecting its assetsexcept as disclosed in the financial statements included in the Filed SEC Documents, liabilities or business or (vi) except insofar as may have been disclosed in any loss or material interference with the Company ReportsCompany's business or assets from fire, any tax election accident, flood or other casualty (whether or not covered by insurance) that individually has had or in the aggregate would reasonably be expected to have a Company Material Adverse Effect; or (viii) any material increase in indebtedness.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or as publicly disclosed in the transactions contemplated herebyForms 10-K, 10-Q and 8-K and any registration statements, proxy statements or prospectuses comprising the SuperMedia Reports filed prior to the date of this Agreement, (i) since May December 31, 20002011, (A) SuperMedia and the Company and its SuperMedia Subsidiaries have conducted their business only respective businesses in all material respects in the ordinary course or as disclosed in any Company Reportsof business consistent with past practice, and (B) there has not been any Material Adverse Effect with respect to SuperMedia; and (iii) since December 31, 2011 through the date hereof, there has not been: (a) any change issuance or event havingawards of SuperMedia Stock Options, SuperMedia Restricted Shares, SuperMedia Stock Units or that would reasonably be expected other equity-based awards in respect of SuperMedia Common Stock to haveany director, a Company Material Adverse Effectofficer or employee of SuperMedia or any of the SuperMedia Subsidiaries, other than in the ordinary course of business consistent with past practice; (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 SuperMedia’s capital stock, ; (iii) any split, combination or reclassification of any of the Company's capital stock or any substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (ivc) except as required by the terms of any SuperMedia Benefit Plans set forth in on Section 3.11(a) of the Company SuperMedia Disclosure Letter Schedule or by applicable Law, (ai) any granting by the Company SuperMedia or any Subsidiary, of the SuperMedia Subsidiaries to any current or former director, executive officer or other key employee of the Company or any Subsidiary of any increase in compensation, bonus or other benefits, except for any such increases to employees who are not current directors or executive officers of SuperMedia in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15consistent with past practice, (bii) any granting by the Company SuperMedia or any Subsidiary, of the SuperMedia Subsidiaries to any such current or former director, director or executive officer or key employee of SuperMedia of any increase in severance or termination pay or pay, (ciii) any entry by the Company SuperMedia or any Subsidiary, of its Subsidiaries into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former directordirector or executive officer, executive officer (iv) any establishment, adoption, entry into, amendment or key employee, modification of any SuperMedia Benefit Plan or (v) except insofar as may have been disclosed in the Company Reports any entry by SuperMedia or required by a any of its Subsidiaries into, or any amendment or termination of, any collective bargaining agreement or collective bargaining relationship; (d) any change in GAAP, any change material respect in accounting methods, principles or practices by the Company or any Subsidiary, materially SuperMedia affecting its assets, liabilities or business business, other than changes to the extent required by a change in GAAP or regulatory accounting principles; (vie) except insofar as may have been disclosed any material Tax election or change in or revocation of any material Tax election, material amendment to any Tax Return, closing agreement with respect to a material amount of Taxes, or settlement or compromise of any material income Tax liability by SuperMedia or any of the Company Reports, SuperMedia Subsidiaries; (f) any tax election that individually material change in its investment or in risk management or other similar policies; or (g) any agreement or commitment (contingent or otherwise) to do any of the aggregate would reasonably be expected to have a Company Material Adverse Effectforegoing.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or the transactions contemplated herebyTransactions, since May 31September 30, 20002003, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportscourse, and there has not been (i1) any material adverse change or event having, or that would reasonably be expected to have, a Company Material Adverse Effectin the Company, (ii2) 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, (iii3) any split, combination or reclassification of any of the Company's ’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 the Company's ’s capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with under the Company Stock Option Plans, (iv4) except as set forth in the Company Disclosure Letter (aA) any granting by the Company or any Subsidiary, to any current director or former director, executive officer or other key employee of the Company or any Subsidiary of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business or as was in connection with the hiring or promotion of any such executive officer or increases required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports SEC Documents filed and publicly available prior to the date of this Agreement which have been disclosed (as amended to Parent in the manner described in Section 4.15date of this Agreement, the “Company Filed SEC Documents”), (bB) any granting by the Company or any Subsidiary, to any such current director or former director, executive officer or key employee of any increase in severance or termination pay pay, except in the ordinary course of business or in connection with the hiring or promotion of any such executive officer, or (cC) any entry by the Company or any Subsidiary, into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current director or former directorexecutive officer, other than in the ordinary course of business or in connection with the hiring or promotion of any such executive officer or key employeeofficer, (v5) except insofar as may have been disclosed in the Company Reports or be required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or business, (vi6) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a material adverse effect on the Company Material Adverse Effector any of its tax attributes or any settlement or compromise of any material income tax liability or (7) any agreement to do any of the foregoing.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection with the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Filed Company SEC Documents") and except as set forth on Schedule 3.5 hereto or as it relates to the transactions contemplated herebyViacom Transaction or as otherwise disclosed in writing by the Company to Evergreen prior to the execution and delivery of this Agreement, since May 31, 2000the date of the most recent audited financial statements included in the Filed Company SEC Documents, the Company and its Subsidiaries subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportscourse, and there has not been (i) any change or event having, or that would which could reasonably be expected to have, have a Company Material Adverse EffectEffect (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 stockstock (other than the payment of regular cash dividends on the Company Convertible Preferred Stock in accordance with usual record and payment dates), (iii) any split, combination or reclassification of any of the Company's 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 the Company's its capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (ax) any granting by the Company or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee or independent contractor of the Company or any Subsidiary of its subsidiaries of any increase in compensation, bonus compensation or other acceleration of benefits, except for increases in the ordinary course of business consistent with prior practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Filed Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15SEC Documents, (by) any granting by the Company or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key 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 the Company, 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 included in the Filed Company SEC Documents or (cz) any entry by the Company or any Subsidiary, into, or any amendment of, of its subsidiaries into any employment, deferred compensation, consulting, severance, change of control, or termination or indemnification similar agreement with any such current or former director, executive officer or key employeeother employee or independent contractor, or (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, of its subsidiaries materially affecting its assets, liabilities liability or business or (vi) business, except insofar as may have been disclosed required by a change in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectgenerally accepted accounting principles.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection with the SEC Documents filed and publicly available prior to the date of this Agreement (the "Filed SEC Documents") or the transactions contemplated herebypreviously disclosed to Purchaser, since May 31, 2000the date of the most recent audited financial statements included in the Filed SEC Documents, the Company and its Subsidiaries subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportscourse, and there has not been (i) any change or event having, or that which would reasonably be expected to have, 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 outstanding capital stock, (iii) any split, combination or reclassification of any of the Company's 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 the Company's its outstanding capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (ax) any granting by the Company or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee of the Company or any Subsidiary of its subsidiaries of any increase in compensation, bonus or other benefits, except for increases in the ordinary course of business consistent with prior practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15Filed SEC Documents, (by) any granting by the Company or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key other employee of any increase in severance or termination pay pay, 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 included in the Filed SEC Documents or (cz) any entry by the Company or any Subsidiary, into, or any amendment of, of its subsidiaries into any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current or former director, executive officer or key employee, other employee or (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, of its subsidiaries materially affecting its assets, liabilities liability or business or (vi) business, except insofar as may have been disclosed required by a change in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectgenerally accepted accounting principles.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection with the Company SEC Documents filed prior to the date of this Agreement or the transactions contemplated herebyand publicly available, since May 31June 30, 2000, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportsconsistent with prior practice, and there has not been (i) any change or event having, or that would reasonably be expected to have, a Company Material Adverse EffectChange 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, (iii) any split, combination or reclassification of any of the Company's 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 the Company's its capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (a) any granting by the Company or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key management employee of the Company or any Subsidiary of its subsidiaries of (x) any increase in compensation, bonus or other benefits, except for increases in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports SEC Documents filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described (a list of all such employment agreements with officers or management employees being set forth in Section 4.153.1(g) of the Company Disclosure Schedule) or (y) any right to participate in (by way of bonus or otherwise) the revenues or profits of the Company or any of its subsidiaries, (bv) any granting by the Company or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key management employee of any increase in severance or termination pay pay, except with respect to executive officers of the Company as was required under employment, severance or termination agreements 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 and publicly available and with respect to other management employees of the Company in the ordinary course of business, (cvi) any entry into, or renewal or modification, by the Company or any Subsidiaryof its subsidiaries, into, or any amendment of, of any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current officer, director or former director, executive officer management employee of the Company or key employeeany of its subsidiaries, (vvii) except insofar as may any damage, destruction or loss, whether or not covered by insurance, that has had or would reasonably be expected to have been disclosed in a Material Adverse Effect on the Company Reports or required by a change in GAAP, (viii) any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business business. Since March 31, 2001, there has not been any other action taken by the Company or (viany of its subsidiaries which, if Section 4.1(a) except insofar as may had then been in effect, would have been disclosed in the Company Reportsprohibited by such section if taken without Parent's consent (and no agreement, understanding, obligation or commitment to take any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectsuch action exists).

Absence of Certain Changes or Events. Except Since the Balance Sheet Date, except as disclosed in the Company SEC Reports filed prior to the date hereof or as disclosed in the Company Disclosure Schedule, to the best of the Company's knowledge (i) there has not been any change, event or development (or threat thereof) which has had, or 6.1. Without limiting the generality of the foregoing, since the Balance Sheet Date except as disclosed in Company SEC Reports filed prior to the date hereof or as disclosed in the Company Disclosure Schedule, there has not been any: (a) change in the condition (financial or otherwise), assets, liabilities, working capital, reserves, earnings, business or prospects of the Company or any of its Subsidiaries, except for changes contemplated hereby or changes which have not, individually or in the aggregate, had a Company Material Adverse Effect; (i) except for normal periodic increases in the ordinary course of business consistent with past practice, increase in the compensation payable or to become payable to any Company Employee whose total cash compensation for services rendered to the Company or any of its Subsidiaries is currently at an annual rate of more than $100,000, (ii) except in the ordinary course of business consistent with past practice bonus, incentive compensation, service award or other like benefit granted, made or accrued, contingently or otherwise, for or to the credit of any of the Company Employees, (iii) except in the ordinary course of business consistent with past practice or as required by law, employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by the Company or any of its Subsidiaries for any Subsidiary liabilities incurred Company Employee; provided, however, that any employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by the Company or any of its Subsidiaries for any Company Employee pursuant to the existing plans and arrangements described in connection Section 4.15 of the Company Disclosure Schedule shall be permitted, or (iv) new employment agreement to which the Company or any of its Subsidiaries is a party; (c) except in the ordinary course of business consistent with this Agreement past practice or as required by law, addition to or modification of the employee benefit plans, arrangements or practices described in Section 4.15 of the Company Disclosure Schedule affecting Company Employees other than (i) contributions made for 1994 or 1995 in accordance with the normal practices of the Company or its Subsidiaries or (ii) the extension of coverage to other Company Employees who became eligible after the Balance Sheet Date; (d) sale, assignment or transfer of any of the assets of the Company or any of its Subsidiaries, which are material, singly or in the aggregate, to the Company and its Subsidiaries, taken as a whole, other than in the ordinary course of business; (e) cancellation of any indebtedness or waiver of any rights of substantial value to the Company and its Subsidiaries, taken as a whole, whether or not in the ordinary course of business; (f) amendment, cancellation or termination of any Contract, license or other instrument material to the Company and its Subsidiaries, taken as a whole; (g) capital expenditure or the transactions contemplated herebyexecution of any lease or any incurring of liability therefor by the Company or any of its Subsidiaries, since May 31involving payments in excess of $50,000 in any 12-month period or $250,000 in the aggregate; (h) failure to repay when due any material obligation of the Company or any of its Subsidiaries, 2000except in the ordinary course of business or where such failure would not have a Company Material Adverse Effect; (i) material change in accounting methods or practices by the Company or any of its Subsidiaries affecting their respective assets, liabilities or business; (j) material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, writing-off notes or accounts receivable which are, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole; (k) damage, destruction or loss (whether or not covered by insurance) having a Company Material Adverse Effect; (l) mortgage, pledge or other encumbrance of any assets of the Company or any of its Subsidiaries, which are material, singly or in the aggregate, to the Company and its Subsidiaries have conducted their business only taken as a whole except purchase money mortgages arising in the ordinary course or as disclosed in any Company Reports, and there has not been of business; (im) any change or event having, or that would reasonably be expected to have, a Company Material Adverse Effect, (ii) any declaration, setting aside or payment of dividends or distributions in respect of any dividend capital stock of the Company or any redemption, purchase or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock, (iii) any split, combination or reclassification acquisition of any of the Company's equity securities; (n) issuance by the Company or any of its Subsidiaries of, or commitment of the Company or any of its Subsidiaries to issue, any shares of capital stock or any substitution for shares of other equity securities or Options other than the Company's capital stock, except for issuances issuance of Company Common Stock upon the exercise of options awarded prior to the date hereof Options as provided in accordance with the Company Stock Plans, Section 3.3; (ivo) except as set forth in the Company Disclosure Letter (a) any granting indebtedness incurred by the Company or any Subsidiary, of its Subsidiaries for borrowed money or any commitment to any current or former director, executive officer or other key employee of borrow money entered into by the Company or any Subsidiary of its Subsidiaries, or any increase in compensation, bonus loans made or other benefitsagreed to be made by the Company or any of its Subsidiaries; (p) liabilities incurred involving $250,000 or more, except for increases in the ordinary course of business and consistent with past practice, or as was required under any employment agreements increase or change in effect as any assumptions underlying or methods of the date of the most recent audited financial statements included calculating any bad debt, contingency or other reserves other than in the Company Reports filed and publicly available prior to ordinary course of business consistent with past practices; (q) payment, discharge or satisfaction of any liabilities other than the date of this Agreement which have been disclosed to Parent payment, discharge or satisfaction (i) in the manner described ordinary course of business and consistent with past practice of liabilities reflected or reserved against in Section 4.15, the Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the Balance Sheet Date and (bii) any granting of other liabilities involving not more than $250,000 singly and not more than $750,000 in the aggregate; or (r) agreement or commitment by the Company or any Subsidiary, of its Subsidiaries to do any such current or former director, executive officer or key employee of any increase in severance or termination pay or (c) any entry by the Company or any Subsidiary, into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectforegoing.

Absence of Certain Changes or Events. Except (1) as disclosed in the BT SEC Documents filed and publicly available prior to the date of this Agreement (as amended to the date of this Agreement, the "BT Filed SEC Documents") or (2) for any Subsidiary liabilities incurred in connection with this Agreement or the transactions contemplated hereby, since May January 31, 20001997, the Company BT and its Subsidiaries subsidiaries have conducted their business businesses only in the ordinary course or as disclosed in any Company Reportscourse, and there has not been (i) any material adverse change or event having, or that would reasonably be expected to have, a Company Material Adverse Effectin BT, (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 CompanyBT's capital stock, (iii) any split, combination or reclassification of any of the CompanyBT'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 the CompanyBT's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (aA) any granting by the Company BT or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee of the Company BT or any Subsidiary its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15BT Filed SEC Documents, (bB) any granting by the Company BT or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or other key employee of any increase in severance or termination pay pay, except 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 BT Filed SEC Documents, or (cC) any entry by the Company BT or any Subsidiary, 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, executive officer or other key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAPUnited States generally accepted accounting principles, any change in accounting methods, principles or practices by the Company or any Subsidiary, BT materially affecting its assets, liabilities or business or businesses, (vi) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on BT or any of its tax attributes or any settlement or compromise of any material income tax liability, (vii) any waiver, settlement, assignment, release or compromise of any material claims or litigation or (viii) any revaluation in any material respect of any of BT's or its subsidiaries' assets, including writing down of inventory or writing-off of notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection with 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 it relates to the transactions contemplated hereby, since May 31, 2000, 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 the date of the most recent audited financial statements included in the Filed SEC Documents, Evergreen and its Subsidiaries subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportscourse, and there has not been (i) any change or event having, or that would which could reasonably be expected to have, a Company have an Evergreen Material Adverse EffectEffect (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 CompanyEvergreen's currently outstanding capital stock, (iii) any split, combination or reclassification of any of the Company's 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 the Company's its outstanding capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (ax) any granting by the Company Evergreen or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee or independent contractor of the Company Evergreen or any Subsidiary of its subsidiaries of any increase in compensation, bonus compensation or other acceleration of benefits, except for increases in the ordinary course of business consistent with prior practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15Filed SEC Documents, (by) any granting by the Company Evergreen or any Subsidiary, of its subsidiaries to any such current director, officer or former 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 Evergreen, 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 included in the Filed SEC Documents or (z) any entry by Evergreen or any of its subsidiaries into any employment, severance, change of control, or termination or similar agreement with any director, executive officer or key other employee of any increase in severance or termination pay or (c) any entry by the Company or any Subsidiary, intoindependent contractor, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company Evergreen or any Subsidiary, of its subsidiaries materially affecting its assets, liabilities liability or business or (vi) business, except insofar as may have been disclosed required by a change in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectgenerally accepted accounting principles.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or the transactions contemplated hereby, since May Since December 31, 20001999, except as disclosed in Section 4.08 of the Company Disclosure Schedule or on the Reference Balance Sheet, the business of the Company and each of its Subsidiaries have has been conducted their business only in the ordinary course or and consistent with past practice. As amplification and not limitation of the foregoing, except as disclosed in Section 4.08 of the Company Disclosure Schedule or on the Reference Balance Sheet, since December 31, 1999, neither the Company nor any Company Reports, and there has not been of its Subsidiaries has: (i) transferred to any person or entity any rights to its Intellectual Property other than transfers necessary to conduct development or manufacturing activities, or sell products or services in the ordinary course of business consistent with past practice; (ii) permitted or allowed any of the assets or properties (whether tangible or intangible) of the Company or any of its Subsidiaries to be subjected to any Encumbrance, except in the ordinary course of business and consistent with past practice and other than Permitted Encumbrances and Encumbrances that will be released at or prior to the Closing; (iii) except in the ordinary course of business consistent with past practice, discharged or otherwise obtained the release of any Encumbrance or paid or otherwise discharged any liability relating thereto, other than current liabilities reflected on the Reference Balance Sheet and current liabilities incurred in the ordinary course of business consistent with past practice since the Reference Balance Sheet Date; (iv) made any loan to, guaranteed any Indebtedness of or otherwise incurred any Indebtedness on behalf of, in each case in an amount greater than $10,000, any Person; (v) failed to pay any creditor any amount owed to such creditor when due, except where such amount and all interest and penalties related thereto has been paid in full prior to the date hereof; (vi) redeemed any of the capital stock or declared, made or paid any dividends or distributions (whether in cash, securities or other property) to the holders of capital stock of the Company or otherwise; (vii) made any changes in the customary methods of operations of the Company or any of its Subsidiaries, including, without limitation, practices and policies relating to marketing, selling and pricing; (viii) merged with, entered into a consolidation with or acquired an interest of 5% or more in any Person or acquired a substantial portion of the assets or business of any Person or any division or line of business thereof; (ix) made any capital expenditure or commitment of any capital expenditure in excess of $25,000 individually or $100,000 in the aggregate; (x) issued any sales orders or otherwise agreed to make any purchases involving exchanges in value in excess of $25,000 individually or $100,000 in the aggregate; (xi) sold, transferred, leased, subleased, licensed or otherwise disposed of any properties or assets, real, personal or mixed (including, without limitation, leasehold interests and intangible assets) with value in excess of $25,000 individually or $100,000 in the aggregate, other than in the ordinary course of business consistent with past practice; (xii) issued or sold any capital stock, notes, bonds or other securities, or any option, warrant or other right to acquire the same, of, or any other interest in, the Company or any of its Subsidiaries; (xiii) entered into any agreement, or written arrangement with any of its directors, officers, employees or shareholders except in the ordinary course of business consistent with past practice (or with any relative, beneficiary, spouse or Affiliate of such Person); (xiv) written down or written up (or failed to write down or write up in accordance with U.S. GAAP consistent with past practice) the value of any Inventories or receivables or revalued any assets of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, and in accordance with U.S. GAAP; (xv) amended, terminated, cancelled or compromised any material claims of the Company or any of its Subsidiaries or waived any other rights of substantial value to the Company or any of its Subsidiaries; (xvi) made any change in any method of accounting or event havingaccounting practice or policy used by the Company or any of its Subsidiaries, other than such changes required by U.S. GAAP or disclosed in Section 4.08 of the Company Disclosure Schedule; (xvii) allowed any Permit or Environmental Permit that was issued or relates to the Company or any of its Subsidiaries to lapse or terminate or failed to renew any such Permit or Environmental Permit or any insurance policy that is scheduled to terminate or expire within 45 calendar days of the Closing Date; (xviii) amended or restated the Charter or the bylaws of the Company or any of its Subsidiaries; (xix) amended, modified or consented to the termination of any Material Contract or the Company's or any of its Subsidiaries' rights thereunder; (xx) terminated, discontinued, closed or disposed of any plant, facility or other business operation, or that laid off any employees (other than layoffs of less than 10 employees in any six-month period) or implemented any early retirement, separation or program providing early retirement window benefits within the meaning of Section 1.401(a)-4 of the Regulations or announced or planned any such action or program for the future; (xxi) disclosed any secret or confidential Company Intellectual Property (except by way of issuance of a patent or license), or permitted to lapse or go abandoned any Company Intellectual Property (or any registration or grant thereof or any application relating thereto) to which, or under which, the Company or any of its Subsidiaries has any right, title, interest or license, except as would reasonably be expected to have, not have a Company Material Adverse Effect, ; (iixxii) made any declaration, setting aside express or payment deemed election or settled or compromised any liability with respect to Taxes of the Company or any dividend of its Subsidiaries; (xxiii) suffered any casualty loss or other distribution (whether in cash, stock or property) damage with respect to any of the Company's capital stock, (iii) any split, combination or reclassification of any of the Company's capital stock or any substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (a) any granting by the Company or any Subsidiary, to any current or former director, executive officer or other key employee of the Company or any Subsidiary of any increase in compensation, bonus or other benefits, except for increases in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement assets which have been disclosed to Parent in the manner described in Section 4.15, (b) any granting by the Company or any Subsidiary, to any such current or former director, executive officer or key employee of any increase in severance or termination pay or (c) any entry by the Company or any Subsidiary, into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a replacement cost of more than $20,000, and which is not covered by insurance; (xxiv) suffered any Company Material Adverse Effect; or (xxv) agreed, whether in writing or otherwise, to take any of the actions specified in this Section 4.08, or granted any options to purchase, rights of first refusal, rights of first offer or other similar rights or commitments with respect to any of the actions specified in this Section 4.08, except as expressly contemplated by this Agreement.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities ------------------------------------ incurred in connection with this Agreement Agreement, the Option Agreements or the transactions contemplated herebyhereby and thereby, and except as permitted by Section 4.1(a), since May 31April 27, 20001996, the Company RSI and its Subsidiaries subsidiaries have conducted their business only in the ordinary course consistent with past practice or as disclosed in any Company ReportsRSI SEC Document filed since such date and prior to the date hereof, and there has not been (i) any material adverse change or event having, or that would reasonably be expected to have, a Company Material Adverse Effect(as defined in Section 8.3) in RSI, (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 CompanyRSI's capital stock, (iii) any split, combination or reclassification of any of the CompanyRSI'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 the CompanyRSI's capital stock, except for issuances of Company RSI Common Stock upon the exercise or conversion of options RSI Employee Stock Options, in each case awarded prior to the date hereof in accordance with the Company Stock Planstheir present terms or issued pursuant to Section 4.1(a), (iv) except as set forth in the Company Disclosure Letter (aiv)(A) any granting by the Company RSI or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee of the Company RSI or any Subsidiary its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases as a result of promotions, normal increases of base pay in the ordinary course of business or as was required under any employment agreements in effect as of the date April 27, 1996 or disclosed in Section 3.1(i) of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15RSI Disclosure Schedule, (bB) any granting by the Company RSI or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, or (cC) any entry by the Company RSI or any Subsidiary, 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, executive officer or key employee, (v) except insofar as may have been disclosed in RSI SEC Documents filed and publicly available prior to the Company Reports date of this Agreement (as amended to the date hereof, the "RSI Filed SEC Documents") or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, RSI materially affecting its assets, liabilities or business or business, (vi) except insofar as may have been disclosed in the Company ReportsRSI Filed SEC Documents, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on RSI or any of its tax attributes or any settlement or compromise of any material income tax liability, or (vii) any action taken by RSI or any of the RSI subsidiaries during the period from April 28, 1996 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 4.1(a).

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as set forth in connection with this Agreement or Schedule 4.5 of the transactions contemplated herebyDisclosure Schedules, since May 31October 1, 20002018, Seller has conducted the Company and its Subsidiaries have conducted their business Business only in the ordinary course or as disclosed in any Company Reports, Ordinary Course of Business and there has not been been: (ia) any change change, effect, event, occurrence or event having, fact that has had or that would reasonably be expected to have, 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, (iii) any split, combination or reclassification of any of the Company's capital stock or any substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (a) any granting by the Company or any Subsidiary, to any current or former director, executive officer or other key employee of the Company or any Subsidiary of any increase in compensation, bonus or other benefits, except for increases in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15, ; 4832-2222-1976\19 (b) any granting by the Company or any Subsidiary, to any such current or former director, executive officer or key employee of any increase in severance or termination pay or (c) any entry by the Company or any Subsidiary, into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by Parent materially affecting the Company consolidated assets, Liabilities or results of operations of Parent or Seller, except as required (x) by GAAP (or any Subsidiaryinterpretation thereof), materially affecting its assetsincluding pursuant to standards, liabilities guidelines and interpretations of the Financial Accounting Standards Board or business any similar organization, or (viy) by Legal Requirement, including Regulation S-X under the Securities Act; (c) with respect to the Seller Parties, any election relating to Taxes (including any “check-the-box” election pursuant to Treasury Regulations Section 301.7701-3), any amendment with respect to any Tax Return, any settlement or compromise of any Tax Liability for an amount that exceeds the amount disclosed, reflected or reserved against in the financial statements contained in the SEC Documents, any request for any rulings from or the execution of any closing agreement with any Governmental Authority, any surrender of any right to claim a Tax refund, any change to an annual accounting period for Tax purposes, or any change of any accounting method for Tax purposes, except, in each case, for actions taken in the Ordinary Course of Business; or (d) except insofar as may have been disclosed required by Legal Requirement or the terms of any Benefit Plan set forth in Schedule 4.5 of the Disclosure Schedules, (i) any granting to any director or executive officer of any increase in compensation (except in the Company ReportsOrdinary Course of Business), (ii) any tax election granting to any director or executive officer of any increase in severance or termination pay (except to the extent of any increase in severance or termination pay as a result of any increase in compensation in the Ordinary Course of Business), (iii) any entry by any of the Seller Parties into any employment, consulting, severance, retention or termination agreement or arrangement with any employee, director or officer (except to the extent of any increase in severance or termination pay as a result of any increase in compensation in the Ordinary Course of Business), (iv) any establishing, adopting, entry into or amending in any material respect any collective bargaining agreement or Benefit Plan, or (v) any acting to accelerate any rights or benefits under any Benefit Plan; (e) any sale, assignment, transfer, lease or license of any Purchased Assets outside the Ordinary Course of Business having a value of more than $25,000; (f) any acceleration, termination, modification, or cancellation of any Contract relating to the Business that would be deemed to be a Material Contract (it being understood, however, that the Seller Parties shall have no obligation to schedule any modification to any Excluded Contract); (g) any imposition or grant of any Lien (other than Permitted Liens) on any of the Purchased Assets; (h) any capital expenditures or commitments therefore involving more than $25,000 (in the aggregate); (i) any cancellation, compromise, waiver, or release of any right or claim involving more than $25,000 (individually or in the aggregate would reasonably be expected aggregate); (j) any material damage, destruction or loss to have a Company Material Adverse Effectany of the Purchased Assets (whether or not covered by insurance); 4832-2222-1976\19 (k) any failure to replenish the inventory of the Business in the Ordinary Course of Business or making of any purchase commitment in excess of the requirements of the Business in the Ordinary Course of Business; (l) any delay or postponement of the payment of undisputed accounts payable and other undisputed Liabilities outside the Ordinary Course of Business; or (m) any agreement to do any of the foregoing.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection with the Company SEC Documents filed and publicly available prior to the date of this Agreement or (the transactions contemplated hereby“Filed Company SEC Documents”), since May December 31, 2000, 2005: (i) the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reports, and course; (ii) there has not been any event, change, effect or development (iincluding the commencement of any action, suit or proceeding) any change that, individually or event havingin the aggregate, has had or that would is reasonably be expected likely to have, have a Company Material Adverse EffectEffect (provided that for purposes of this Section 3.09(ii) and the application of Sections 7.02(a) and 8.01(c) hereto, any event prior to the date hereof described in clause (D), (iiG) or (H) of the definition of “Company Material Adverse Effect” shall be excluded from such definition and the first use of the word “Transactions” in such definition shall be deemed replaced with the word “Exchange”); (iii) 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 Company Capital Stock or any repurchase for value by the Company of any Company Capital Stock (other than payments of dividends to the holders of the Company's capital stock, Series B Preferred Stock in accordance with the Certificate of Designation); (iiiiv) there has not been any split, combination or reclassification of any of the Company's 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 the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, Capital Stock; (ivv) except as set forth in the Company Disclosure Letter there has not been (aA) any granting by the Company or any Subsidiary, Company Subsidiary to any current or former director, executive officer officer, employee or other key employee consultant of the Company or any Company Subsidiary (each, a “Related Person”) of any increase in compensation, compensation or bonus or fringe or other benefits, except for increases in the ordinary course of business business, or as was required under any employment agreements Company Benefit Agreement or Company Benefit Plan (as defined in Section 3.11) in effect as of the date of the most recent audited financial statements included in the Filed Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15SEC Documents, (bB) any granting by the Company or any Subsidiary, Company Subsidiary to any such current or former director, executive officer or key employee Related Person of any increase in right to receive any change of control, severance or termination pay compensation or benefits, or (cC) any entry by the Company or any Subsidiary, into, Company Subsidiary into or any amendment of, of (1) any employment, deferred compensation, consulting, retention, severance, change of control, termination or indemnification agreement or any other agreement, plan or policy with or involving any Related Person or (2) any agreement with any Related Person, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement (all such current or former directoragreements under this clause (C), executive officer or key employeecollectively, “Company Benefit Agreements”), (vD) except insofar as may have any action to accelerate the vesting or time of payment of any compensation or benefit under any Company Benefit Plan or Company Benefit Agreement or (E) any action to fund or in any other way secure the payment of compensation or benefits under any Company Benefit Plan or Company Benefit Agreement; (vi) there has not been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, Company Subsidiary materially affecting its the consolidated assets, liabilities or business or (vi) results of operations of the Company, except insofar as may have been disclosed required by a change in GAAP or the interpretation thereof; and (vii) there have not been any material elections with respect to Taxes (as defined in Section 3.10) by the Company or any Company Subsidiary or settlement or compromise by the Company or any Company Subsidiary of any material Tax liability or refund; other than, in the Company Reportscases of clauses (i), any tax election (iii), (iv), (v), (vi) and (vii) above, for such matters that individually or may have occurred since the date of this Agreement and not in the aggregate would reasonably be expected to have a Company Material Adverse Effectviolation of Section 5.01(a).

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or the transactions contemplated herebyhereby and except as disclosed in the i-Cube SEC Documents filed and publicly available prior to the date of this Agreement (as amended to the date of this Agreement, the "i-Cube Filed SEC Documents"), since May December 31, 2000, the Company 1998 i-Cube and its Subsidiaries subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportscourse, and there has not been (i1) any material adverse change or event having, or that would reasonably be expected to have, a Company Material Adverse Effect(as defined in Section 8.03) in i-Cube, (ii2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Companyi-Cube's capital stock, (iii3) any split, combination or reclassification of any of the Companyi-Cube'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 the Companyi-Cube's capital stock, except for issuances of Company i-Cube Common Stock upon the exercise of options i-Cube Stock Options under the i-Cube Stock Plans, in each case awarded prior to the date hereof in accordance with the Company Stock Planstheir present terms, (iv4) except as set forth in the Company Disclosure Letter (aA) any granting by the Company i-Cube or any Subsidiary, of its subsidiaries to any current or former director, director or executive officer of i-Cube or other key employee of the Company or any Subsidiary its subsidiaries of any increase in compensation, bonus or other benefits, except for stock option grants listed on Schedule 3.01(g) and normal increases in cash compensation in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15i-Cube Filed SEC Documents, (bB) any granting by the Company i-Cube or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay or pay, except in the ordinary course of business consistent with past practice, (cC) any entry by the Company i-Cube or any Subsidiary, of its subsidiaries into, or any amendment amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, or (vD) any amendment to, or modification of, any i-Cube Stock Option, (5) except insofar as may have been disclosed in the Company Reports or required by a change in GAAPgenerally accepted accounting principles, any change in accounting methods, principles or practices by the Company or any Subsidiary, i-Cube materially affecting its assets, liabilities or business or business, (vi6) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would is reasonably be expected likely to have a Company Material Adverse Effect.material adverse effect on i-Cube or any of its tax attributes or any settlement or compromise of any material income tax liability, or (7) any action taken by i-Cube or any of its subsidiaries during the period from December 31, 1998 to the date

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection with this Agreement the Company SEC Documents or the transactions contemplated herebySchedule 2.9, since May 31, 2000, the date of the most recent audited financial statements included in the Company SEC Documents (the "Company Financial Statement Date") the Company and its the Company Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reports(taking into account prior practices, including the acquisition of properties and issuance of securities) and there has not been (ia) any material adverse change in the business, financial condition or event havingresults of operations of the Company and the Company Subsidiaries taken as a whole, except for general economic changes, changes in the United States financial markets generally, changes that affect REITs generally and changes that affect self-storage real estate generally (a "Company Material Adverse Change"), nor has there been any occurrence or circumstance that with the passage of time would reasonably be expected to have, result in a Company Material Adverse EffectChange, (iib) subject to Section 5.11, any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any Company Common Shares, except for regular quarterly distributions (in the case of the Company's capital stock) not in excess of $0.46 per Company Common Share and per Unit with customary record and payment dates, (iiic) any split, combination or reclassification of any of the Company's capital stock Company Common Shares 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 the Company's capital stockits beneficial interest or any issuance of an ownership interest in, any Company Subsidiary except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plansas contemplated by this Agreement, (iv) except as set forth in the Company Disclosure Letter (ad) any granting damage, destruction or loss, whether or not covered by the insurance, that has or would have a Company Material Adverse Effect, or (e) any Subsidiary, to any current or former director, executive officer or other key employee of the Company or any Subsidiary of any increase in compensation, bonus or other benefits, except for increases in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available change made prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15, (b) any granting by the Company or any Subsidiary, to any such current or former director, executive officer or key employee of any increase in severance or termination pay or (c) any entry by the Company or any Subsidiary, into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, Company Subsidiary materially affecting its assets, liabilities or business or (vi) business, except insofar as may have been disclosed in Company SEC Documents or required by a change in GAAP, or (f) any amendment of any employment, consulting, severance, retention or any other agreement between the Company Reports, and any tax election that individually officer or in trustee of the aggregate would reasonably be expected to have a Company Material Adverse EffectCompany.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with (a) From January 1, 2007, except as contemplated by this Agreement or the transactions contemplated hereby, since May 31, 2000Agreement, the Company and its Subsidiaries subsidiaries have conducted their business only in the ordinary course consistent with past practice and, during such period, there has not been any change, event or as disclosed occurrence which, individually or in any Company Reportsthe aggregate, and has had a Material Adverse Effect (b) From January 1, 2007 to the date of this Agreement, there has not been (i) any change or event having, or 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 stock, property or property) with otherwise in respect to any of the Company's capital stock, (iii) any split, combination ’s or reclassification of any of the Company's capital stock or any substitution for shares of the Company's its subsidiaries’ capital stock, except for issuances any dividend or distribution by a subsidiary of the Company; (ii) any redemption, repurchase or other acquisition by the Company Common Stock or any of its subsidiaries of (x) any shares of capital stock of the Company or any of its subsidiaries or (y) any options, warrants, calls or rights to acquire, or securities that are convertible into or exchangeable for, any shares of capital stock or other voting securities (except upon the exercise of options awarded prior options, warrants, calls or rights disclosed to Parent to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth extent net exercises are provided for in the Company Disclosure Letter plans or agreements governing such options, warrants, calls or rights); (aiii) (x) any granting by the Company or any Subsidiary, of its subsidiaries to any current of their directors or former director, executive officer or other key employee of the Company or any Subsidiary officers of any material increase in compensation, bonus compensation or other fringe benefits, except for increases in the ordinary course of business consistent with past practice or as was increases that are required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15Plan, (by) any granting by the Company or any Subsidiary, to any such current director or former director, executive officer or key employee of the right to receive any increase in severance or termination pay not provided for under any Company Plan, or (cz) any entry by the Company or any Subsidiaryof its subsidiaries into (I) any employment, intoconsulting or severance agreement or arrangement with any director or officer of the Company or its subsidiaries, or (II) any employment, consulting or severance agreement or arrangement (other than the hiring of employees in the ordinary course of business consistent with past practice who do not enter into employment agreements and are entitled to no severance other than pursuant to the policy described in Section 6.6(a) of the Company Disclosure Schedule) pursuant to which total annual compensation or aggregate severance benefits exceed $200,000 individually or $500,000 in the aggregate with any other employee of the Company or its subsidiaries, or any material amendment ofof any Company Plan; (iv) any extension, renewal, amendment or modification in any employmentmaterial respect or termination of any Real Property Lease or any Material Contract or any waiver, deferred compensation, consulting, severance, termination release or indemnification agreement assignment any material rights or claims with any such current or former director, executive officer or key employee, respect thereto; (v) any material change by the Company in its accounting methods, principles or practices, except as may be required to conform to changes in statutory or regulatory accounting rules or generally accepted accounting principles or regulatory requirements with respect thereto; (vi) any settlement or compromise of any material Tax liability by the Company or any of its subsidiaries; or (vii) any material change in Tax accounting principles or Tax elections by the Company or any of its subsidiaries, except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectapplicable law.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection with the Company SEC Reports filed since June 30, 2001 and publicly available on the SEC's EDGAR database prior to the date of this Agreement (the "Filed Compxxx XEC Documents") or in Section 3.10 of the transactions contemplated herebyCompany Disclosure Schedule, since May 31, 2000from the date of the Company Balance Sheet, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportsconsistent with past practice, and during such period there has not been been: (ia) any change event, change, effect or event havingdevelopment that, individually or that in the aggregate, has had or would reasonably be expected to have, 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 Company Capital Stock or any repurchase or redemption for value by the Company of the Company's capital stock, any Company Capital Stock; (iiic) any split, combination or reclassification of any of the Company's 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 the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, Capital Stock; (iv) except as set forth in the Company Disclosure Letter (ad) any granting issuance by the Company or any SubsidiaryCompany Subsidiary of any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities, except for the issuance of any shares of Company Common Stock pursuant to the exercise of any stock options outstanding on the date hereof pursuant to the Company Option Plans or the Stock Purchase Plan; (e) any increase in indebtedness for borrowed money or issuance of any notes, bonds or other debt securities, other than indebtedness incurred under the Union Bank Loan Agreement in the ordinary course of business consistent with past practice; (f) (i) any grant by the Company or any Company Subsidiary to any current or former director, executive officer or other key employee of the Company or any Company Subsidiary of any increase in their compensation, bonus or other benefits, except for increases in to the ordinary course of business or as was extent required under any employment agreements in effect as of the date of the most recent audited financial statements included Company Balance Sheet or disclosed in the Filed Company Reports filed and publicly available prior SEC Documents, or except with respect to employees (other than directors, officers or key employees identified as such in Section 3.10 of the date of this Agreement which have been disclosed to Parent Company Disclosure Schedule (the "Key Employees")) in the manner described ordinary course of business consistent with past practice and except for Company Stock Options that are reflected as outstanding in clause (v) of Section 4.153.03(a), (bii) any granting grant by the Company or any Subsidiary, Company Subsidiary to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, except as was required under any employment, severance or termination policy, practice or agreements in effect as of the date of the Company Balance Sheet or disclosed in the Filed Company SEC Documents or (ciii) any entry by the Company or any Subsidiary, Company Subsidiary into, or any amendment of, any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current or former director, executive officer or key employee, except for such agreements or amendments with employees (vother than directors, officers or Key Employees) except insofar as may have been disclosed that were entered into in the ordinary course of business consistent with past practice; (g) any termination of employment or departure of any officer or other Key Employee of the Company Reports or required any Company Subsidiary, other than such terminations or departures as do not, individually or in the aggregate, materially disrupt the operation of the business of the Company and the Company Subsidiaries. (h) any entry by the Company or any Company Subsidiary into any commitment or transaction material to the Company and the Company Subsidiaries taken as a change whole, except for commitments or transactions entered into prior to the date hereof in GAAP, the ordinary course of business consistent with past practice or after the date hereof in accordance with Section 5.01; (i) any material revaluation by the Company of any material asset (including any writing off of notes or accounts receivable) in excess of the amounts reserved therefor on the Company Balance Sheet; (j) any change in accounting methods, principles or practices by the Company or any Subsidiary, Company Subsidiary materially affecting its the consolidated assets, liabilities or business or (vi) results of operations of the Company, except insofar as may have been disclosed required by a change in U.S. GAAP; (k) any material elections with respect to Taxes by the Company Reports, or any tax election that individually Company Subsidiary or settlement or compromise by the Company or any Company Subsidiary of any material Tax Liability or refund; or (l) any agreement by the Company or any Company Subsidiary to take any action described in the aggregate would reasonably be expected to have a Company Material Adverse Effect.this Section 3.10 except as expressly contemplated by this Agreement;

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with as expressly contemplated by this Agreement or the transactions contemplated hereby, since May January 31, 2000, the Company and its Subsidiaries have conducted their business only in the ordinary and usual course or as disclosed in any Company Reportsconsistent with past practice, and there has not been (i) any change Material Adverse Effect on the Company or event having, any development or combination of developments that would individually or in the aggregate has had or could reasonably be expected to have, have a Company Material Adverse EffectEffect 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, (iii) any split, combination dividend, combination, recapitalization or reclassification of similar transaction with respect to any of 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 the Company's capital stock, except for issuances of Company Common Stock Shares upon the exercise of options Company Options awarded prior to the date hereof in accordance with the Company Stock Planstheir terms, (iv) except as set forth in the Company Disclosure Letter (a) any granting by the Company or any Subsidiary, of its Subsidiaries to any current or former director, executive officer or other key employee of the Company or any Subsidiary Employee of any increase in compensation, bonus or other benefitsbenefits (including the right to accelerated vesting with respect to any Company Option or Restricted Share or any other change in control related benefit or compensation), except for normal increases in the ordinary course of business and in accordance with past practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15January 31, 2000, (bv) any granting by the Company or any Subsidiary, of its Subsidiaries to any such current or former director, executive officer or key employee Employee of any increase in severance or termination pay or pay, except in the ordinary course of business and consistent with past practice, (cvi) any entry by the Company or any Subsidiary, of its Subsidiaries into, or any amendment amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employeeCompany Compensation and Benefit Plan, (vvii) except insofar as may have been disclosed in the Company Reports or required by a change in GAAPGAAP and concurred in by the Company's independent auditors, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (viviii) except insofar as may have been disclosed in the Company Reports, any tax election made or changed that individually would be Material to the Company or in the aggregate would reasonably be expected to have a Company any of its tax attributes or any settlement or compromise of any Material Adverse Effecttax audit.

Absence of Certain Changes or Events. Since March 27, 1998, there has not been any event, change, effect, condition or development that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on Company (other than any such Material Adverse Effect the existence of which is specifically disclosed in any report filed and publicly available on Form 10-Q or Form 8-K under the Exchange Act with the SEC by Company after March 27, 1998 and prior to the date hereof). Except for any Subsidiary liabilities incurred as set forth in connection with this Agreement or Section 4.8 of the transactions contemplated herebyCompany Disclosure Schedule, since May 31December 25, 20001998, the Company and its Subsidiaries subsidiaries have conducted their business only businesses in the ordinary course or as disclosed in any Company Reports, of business consistent with past practice and since such date there has not been been: (i) any change or event having, or that would reasonably be expected to have, a Company Material Adverse Effect, (iia) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any Company Capital Stock or any repurchase, redemption or other acquisition by Company of the Company's capital stock, any Company Capital Stock; (iiib) any adjustment, split, combination or reclassification of any of the Company's capital stock Company Capital Stock or any issuance, authorization of any issuance or proposal for the issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stockCompany Capital Stock; (c) any event, except for issuances of Company Common Stock upon the exercise of options awarded prior to action or occurrence that, had it taken place or arisen after the date hereof would have constituted a breach of any covenant of Company contained in accordance with the Company Stock Plans, Section 6.1 of this Agreement; (iv) except as set forth in the Company Disclosure Letter (ai) any granting by the Company or any Subsidiary, subsidiary of Company to any current director or former director, executive officer or other key employee of the Company or of any Subsidiary subsidiary of Company of any increase in compensation, bonus or other benefits, except for increases in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Filed Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15SEC Documents, (bii) any granting by the Company or any Subsidiary, subsidiary of Company to any such current director or former director, executive officer or key employee of any increase in severance or termination pay pay, except 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 (ciii) any entry by the Company or any Subsidiary, into, or any amendment of, subsidiary of Company into any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current director or former director, executive officer or key employee, officer; (ve) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in financial or tax accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) subsidiary of Company except insofar as may have been disclosed required by a change in the GAAP or applicable law; or (f) any material elections with respect to Taxes (as defined in Section 4.10) by Company Reports, or any tax election that individually subsidiary of Company or in the aggregate would reasonably be expected to have a settlement or compromise by Company Material Adverse Effector any subsidiary of Company of any material Tax liability or refund.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or the transactions contemplated herebyTransactions, since May December 31, 20002003, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportscourse, and there has not been (i1) any material adverse change or event having, or that would reasonably be expected to have, a Company Material Adverse Effectin the Company, (ii2) 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, (iii3) any split, combination or reclassification of any of the Company's ’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 the Company's ’s capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with under the Company Stock Option Plans, (iv4) except as set forth in the Company Disclosure Letter (aA) any granting by the Company or any Subsidiary, to any current director or former director, executive officer or other key employee of the Company or any Subsidiary of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business or as was in connection with the hiring or promotion of any such executive officer or increases required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports SEC Documents filed and publicly available prior to the date of this Agreement which have been disclosed (as amended to Parent in the manner described in Section 4.15date of this Agreement, the “Company Filed SEC Documents”), (bB) any granting by the Company or any Subsidiary, to any such current director or former director, executive officer or key employee of any increase in severance or termination pay pay, except in the ordinary course of business or in connection with the hiring or promotion of any such executive officer, or (cC) any entry by the Company or any Subsidiary, into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current director or former directorexecutive officer, other than in the ordinary course of business or in connection with the hiring or promotion of any such executive officer or key employeeofficer, (v5) except insofar as may have been disclosed in the Company Reports or be required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or business, (vi6) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a material adverse effect on the Company Material Adverse Effector any of its tax attributes or any settlement or compromise of any material income tax liability or (7) any agreement to do any of the foregoing.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection with the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Filed Company SEC Documents") and except as it relates to the Viacom Transaction or as otherwise disclosed in writing by the transactions contemplated herebyCompany to Evergreen prior to the execution and delivery of this Agreement, since May 31, 2000the date of the most recent audited financial statements included in the Filed Company SEC Documents, the Company and its Subsidiaries subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportscourse, and there has not been (i) any change or event having, or that would which could reasonably be expected to have, have a Company Material Adverse EffectEffect (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 stockstock (other than the payment of regular cash dividends on the Company Convertible Preferred Stock in accordance with usual record and payment dates), (iii) any split, combination or reclassification of any of the Company's 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 the Company's its capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (ax) any granting by the Company or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee or independent contractor of the Company or any Subsidiary of its subsidiaries of any increase in compensation, bonus compensation or other acceleration of benefits, except for increases in the ordinary course of business consistent with prior practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Filed Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15SEC Documents, (by) any granting by the Company or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key 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 the Company, 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 included in the Filed Company SEC Documents or (cz) any entry by the Company or any Subsidiary, into, or any amendment of, of its subsidiaries into any employment, deferred compensation, consulting, severance, change of control, or termination or indemnification similar agreement with any such current or former director, executive officer or key employeeother employee or independent contractor, or (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, of its subsidiaries materially affecting its assets, liabilities liability or business or (vi) business, except insofar as may have been disclosed required by a change in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectgenerally accepted accounting principles.

Absence of Certain Changes or Events. No Undisclosed Material ------------------------------------------------------------- Liabilities. ----------- (i) Except for any Subsidiary liabilities incurred as disclosed in connection with the SEC Documents filed and publicly available prior to the date of this Agreement (the "Filed SEC Documents") or specified in Section 4.1(f) of the transactions contemplated herebyDisclosure Schedule, since May 31the date of the most recent audited financial statements included in the Filed SEC Documents, 2000, the Company and its Subsidiaries have conducted their business businesses only in the ordinary course or as disclosed in any Company Reportscourse, and there has not been been: (iA) any change or event having, or that would reasonably be expected to have, a Company Material Adverse Effect, Effect on 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 shares of Company's capital stock, (iii) or any split, combination redemption or reclassification other acquisition by Company of any of the Company's capital stock or any substitution for shares of the Company's its capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, ; (ivC) except as set forth in the Company Disclosure Letter (a) any granting by the Company or any Subsidiary, to any current or former director, executive officer or other key employee of the Company or any Subsidiary of any increase in compensationthe rate or terms of compensation payable or to become payable by Company or its Subsidiaries to their directors, bonus officers or other benefitskey employees, except for increases occurring in the ordinary course of business consistent with past practice; (D) any entry into, or increase in the rate or terms of, or amendment or modification to, any bonus, insurance, severance, pension or other employee or retiree benefit plan, payment, agreement or arrangement made to, for or with any such directors, officers or key employees, except increases occurring in the ordinary course of business consistent with past practices or as was required under by applicable law; (E) any entry into any agreement, commitment or transaction by Company or any of its Subsidiaries which is material to Company and its Subsidiaries taken as a whole, except for agreements, commitments or transactions entered into in the ordinary course of business consistent with past practice; (F) any change by Company in accounting methods, principles or practices, except as required or permitted by generally accepted accounting principles; (G) any write-off or write-down of, or any determination to write-off or write-down, any asset of Company or any of its Subsidiaries or any portion thereof which write-off, write-down or determination exceeds $50,000 individually or $250,000 in the aggregate, other than accounts receivable write-offs for which the Company has adequately reserved; (H) any announcement or implementation of any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment agreements of employees of Company or its Subsidiaries; or (I) any announcement of or entry into any agreement, commitment or transaction by Company or any of its Subsidiaries to do any of the things described in effect the preceding clauses (A) through (H) otherwise than as expressly provided for herein. (ii) Except as disclosed in the Filed SEC Documents or specified in Section 4.1(f) of the Disclosure Schedule and liabilities incurred in the ordinary course of business consistent with past practice, since the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date Filed SEC Documents, there are no liabilities of this Agreement which have been disclosed to Parent in the manner described in Section 4.15, (b) any granting by the Company or its Subsidiaries of any Subsidiarykind whatsoever, whether accrued, contingent, absolute, due, to any such current become due, determined, determinable or former directorotherwise, executive officer having or key employee of any increase in severance or termination pay or (c) any entry by the Company or any Subsidiary, into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate which would reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect on Company.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection with the SEC Documents filed prior to the date of this Agreement or the transactions contemplated herebyAgreement, since May 31April 30, 2000, 1998 the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportsconsistent with prior practice, and there has not been (i) any material adverse change or event having, or that would reasonably be expected to have, a Company Material Adverse Effectin the Company, (ii) except for regular quarterly cash dividends, 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, (iii) any split, combination or reclassification of any of the Company's 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 the Company's its capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (ax) any granting by the Company or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee of the Company or any Subsidiary of its subsidiaries of any increase in compensation, bonus or other benefits, except for increases in the ordinary course of business consistent with prior practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports SEC Documents filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described (a list of all such employment agreements being set forth in Section 4.153.1(g) of the Company Disclosure Schedule), (by) any granting by the Company or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, except as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the SEC Documents filed prior to the date of this Agreement, or (cz) any entry into, or renewal or modification of, any employment, consulting, severance or termination agreement with any such officer by the Company or any Subsidiary, into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employeeof its subsidiaries, (v) except insofar as may have been disclosed any damage, destruction or loss, whether or not covered by insurance, that, individually or in the Company Reports aggregate, has or required by could reasonably be expected to have a change in GAAPmaterial adverse effect on the Company, (vi) any change in accounting methods, principles or practices by the Company or any SubsidiaryCompany, materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed required by a change in generally accepted accounting principles or (vii) any agreement to do any of the things described in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectpreceding clauses (i) through (vi).

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection the Company SEC Documents filed with the SEC prior to the date of this Agreement or as set forth in Section 3.8 of the transactions contemplated herebyCompany Letter, since May 31June 30, 20001998, the Company and its Subsidiaries have conducted their respective business in all material respects only in the ordinary course and (A) the Company and its Subsidiaries have not incurred any liability or as disclosed obligation (indirect, direct or contingent) that would result in a Material Adverse Effect on the Company, or entered into any material oral or written agreement or other transaction that is not in the ordinary course of business or that would result in a Material Adverse Effect on the Company, (B) the Company Reportsand its Subsidiaries have not sustained any loss or interference with their business or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance) that has had a Material Adverse Effect on the Company, (C) there has been no change in the capital stock of the Company except for the issuance of shares of the Company Common Stock pursuant to Company Stock Options, the Company Stock Purchase Plan or the Company Restricted Stock Plan 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 (iv) any change or event havingadoption of a new Company Plan (as hereinafter defined), or that would reasonably be expected (w) any amendment to have, a Company Material Adverse EffectPlan materially increasing benefits thereunder, (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, (iii) any split, combination or reclassification of any of the Company's capital stock or any substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (ax) any granting by the Company or any Subsidiary, of its Subsidiaries to any current or former director, executive officer or other key employee of the Company or any Subsidiary of its Subsidiaries of any increase in compensation, bonus or other benefits, except for increases in the ordinary course of business consistent with prior practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15SEC Documents, (by) any granting by the Company or any Subsidiary, of its Subsidiaries to any such current or former director, executive officer or other key employee of any increase in severance or termination pay agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents or (cz) any entry by the Company or any Subsidiary, into, or any amendment of, of its Subsidiaries into any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current or former director, executive officer or other key employee, (vE) except insofar as may have there has not been disclosed any material changes in the amount or terms of the indebtedness of the Company and its Subsidiaries from that described in the Company Reports or required by a change in GAAPSEC Documents filed prior to the date hereof, (F) any change in accounting methods, principles or practices revaluation by the Company or of any Subsidiary, materially affecting its assets, liabilities or business or of material assets and (viG) except insofar as may have been disclosed in no Material Adverse Effect on the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effecthas occurred.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection with the Commission Documents filed and publicly available prior to the date of this Agreement or in Section 4.5 of the Disclosure Schedule and except for the transactions contemplated herebyby this Agreement, since May 31, 2000the date of the most recent audited financial statements included in the Commission Documents, the Company and its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportscourse, and there has not been (i) any change or event having, or that would reasonably be expected to have, a Company 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 outstanding capital stock, (iiib) any split, combination combination, or reclassification of any of the Company's its outstanding capital stock 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 the Company's its outstanding capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (ivc) except as set forth in the Company Disclosure Letter (ax) any granting by the Company or any Subsidiary, of its Subsidiaries to any current or former director, executive officer or other key employee of the Company or any Subsidiary of its Subsidiaries of any material increase in compensation, bonus or other benefits, except for increases in the ordinary course of business consistent with prior practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15Commission Documents, (by) any granting by the Company or any Subsidiary, of its Subsidiaries to any such current or former director, executive officer or key other employee of any material increase in severance or termination pay pay, 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 included in the Commission Documents or (cz) any entry by the Company or any Subsidiary, into, or of its Subsidiaries into any amendment of, any material employment, deferred compensation, consulting, severance, or termination or indemnification agreement with any such current or former director, executive officer or key other employee, or (vd) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, of its Subsidiaries materially affecting its assets, liabilities liabilities, or business or (vi) businesses, except insofar as may have been disclosed required by a change in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectgenerally accepted accounting principles.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection with the Public Disclosure Documents filed and publicly available prior to the date of this Agreement or agreement (the transactions contemplated hereby“Filed Palmarejo Public Disclosure Documents”), since May 31June 30, 20002006, the Company Palmarejo has conducted, and caused each of its Subsidiaries have conducted their subsidiaries to conduct, its business only in the ordinary course or as disclosed in any Company Reports, and and: (i) there has not been any event, change, effect or development (i) including any decision to implement such a change made by the Palmarejo Board or event havingany of its subsidiaries in respect of which senior management believes that confirmation of the board of directors is probable), which, individually or that in the aggregate, would reasonably be expected to have, be a Company Palmarejo Material Adverse Effect, Change; (ii) any declarationthere has not been, setting aside or payment of any dividend or other distribution (whether except as provided for in cashthis agreement, stock or property) with respect to any of the Company's capital stock, (iii) any split, combination or reclassification of any Authorized Capital of the Company's capital stock Palmarejo or any issuance or the authorization of any issuance of any other securities in exchange or in substitution for shares of the Company's capital stock, except for issuances Authorized Capital of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, Palmarejo; (iviii) except as set forth in the Company Disclosure Letter there has not been (aA) any granting by the Company Palmarejo or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee of the Company Palmarejo or any Subsidiary of its subsidiaries of any increase in or acceleration of compensation, bonus or other benefits, except for increases in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15Filed Palmarejo Public Disclosure Documents, (bB) any granting by the Company Palmarejo or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, except 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 Palmarejo Public Disclosure Documents, or (cC) any entry by the Company Palmarejo or any Subsidiary, into, or any amendment of, of its subsidiaries into any employment, deferred compensation, consulting, severance, severance of termination or indemnification agreement with any such current or former director, executive officer or key employee, officer; (viv) except insofar as may have there has not been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company Palmarejo or any Subsidiary, of its subsidiaries materially affecting its assets, liabilities or business or (vi) business, except insofar as may have been disclosed required by a change in GAAP; (v) neither Palmarejo nor any of its subsidiaries has engaged in any action which, if done after the date of this agreement, would violate §3.1(i) of this agreement; and (vi) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) that is a Palmarejo Material Adverse Change, has been incurred other than in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectordinary course of business consistent with past practice.

Absence of Certain Changes or Events. Except (i) as disclosed in the White SEC Documents filed and publicly available prior to the date of this Agreement (as amended to the date of this Agreement, the "White Filed SEC Documents"), (ii) for any Subsidiary the transactions provided for or permitted by this Agreement or in the Option Agreements, and (iii) for liabilities incurred in connection with or as a result of this Agreement or the transactions contemplated herebyOption Agreements, since May 31the date of the most recent audited financial statements included in the White Filed SEC Documents, 2000, the Company and White has conducted its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportscourse, and there has not been (i1) any material adverse change or event having, or that would reasonably be expected to have, a Company Material Adverse Effectin White, (ii2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the CompanyWhite's capital stock, other than regularly quarterly cash dividends of $.26 per share on the White Common Stock, (iii3) any split, combination or reclassification of any of the CompanyWhite'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 the CompanyWhite's capital stock, except for issuances of Company White Common Stock upon the exercise of options awarded prior to the date hereof White Employee Stock Options in accordance with the Company Stock Plansterms thereof, (iv4) except as set forth in the Company Disclosure Letter would have been permitted under Section 4.1 (aA) any granting by the Company White or any Subsidiary, of its Significant Subsidiaries to any current or former directoremployee, executive officer or other key employee director of the Company or any Subsidiary White of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15White Filed SEC Documents, (bB) any granting by the Company White or any Subsidiary, of its Significant Subsidiaries to any such current or former director, executive officer or key employee director of any increase in severance or termination pay pay, except as required under any employment, severance or termination agreements in effect as of the date of the most recent financial statements included in the White Filed SEC Documents, or (cC) any entry by the Company White or any Subsidiary, into, or any amendment of, of its subsidiaries into any employment, deferred compensation, consulting, severance, termination or indemnification agreement agreements, arrangements or understandings with any such current or former directoremployee, executive officer or key employee, director or (v5) except insofar as may have been disclosed in the Company Reports White Filed SEC Documents or required by a change in GAAPgenerally accepted accounting principles, any change in accounting methods, principles or practices by the Company or any Subsidiary, White materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectbusiness.

Absence of Certain Changes or Events. Except for (a) Since the Company Balance Sheet Date, there has not been any Subsidiary liabilities incurred change, effect, event, occurrence, state of facts or development that has had or would reasonably be expected to have, individually or in connection with the aggregate, a Company Material Adverse Effect. (b) Since the Company Balance Sheet Date and through the date of this Agreement or the transactions contemplated hereby, since May 31, 2000Agreement, the Company and its Subsidiaries have conducted their business only respective businesses in all material respects in the ordinary course or as disclosed in any Company Reportsconsistent with their past practices, and there has not been been: (i) any change or event having, or 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 shares of capital stock of the Company or any of its Subsidiaries, other than (A) in the case of the Company's capital stock, regular quarterly cash dividends and (B) in the case of any direct or indirect wholly owned Subsidiary of the Company, dividends or distributions to its parent; (ii) except as required by the terms of the Company Convertible Notes, any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any Company Securities or Company Subsidiary Securities; (iii) any split, combination combination, subdivision or reclassification of any of the Company's capital stock Company Securities or any substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, Subsidiary Securities; (iv) except as set forth required to comply with any Applicable Law or any Employee Plans as in effect on the Company Balance Sheet Date, (A) any grant of any severance, change in control or termination pay to any director or executive officer of the Company, (B) any entry into any employment, consulting, change in control, deferred compensation or other similar agreement, plan, arrangement or policy (or any material amendment to any such agreement, plan, arrangement or policy) with any director or executive officer of the Company, (C) any increase in the Company Disclosure Letter compensation or benefits payable under any severance, change in control or termination pay policies or Employee Plans (aexcept as provided under the terms thereof as a result of increases in compensation permitted under clause (D)), (D) any granting by increase in the Company compensation, bonus or any Subsidiary, other benefits payable to any current or former director, executive officer or other key employee of the Company or any Subsidiary of its Subsidiaries, other than normal increases in base salary (and, any increase corresponding increases in compensation, bonus or other benefits, except for increases the dollar amount of target bonuses that result from such base salary increases) and wages in the ordinary course of business consistent with past practice, (E) any establishment, adoption, entry into, amendment, modification or as was required termination of any collective bargaining agreement, (F) any establishment, adoption, entry into, termination, or amendment or modification in any material respect, of any material Employee Plan or (G) the taking of any action to accelerate any material compensation or benefits, including vesting and payment, or the making of any material determinations, under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15, (b) any granting by the Company collective bargaining agreement or any Subsidiary, to any such current or former director, executive officer or key employee of any increase in severance or termination pay or (c) any entry by the Company or any Subsidiary, into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, Employee Plan; (v) except insofar as may have been disclosed any material change in the Company Reports Company’s method of accounting or accounting principles or practices, except for any such change required by reason of a change in GAAPGAAP or by Regulation S-X under the Exchange Act, any change in accounting methods, principles or practices as approved by the Company or any Subsidiary, materially affecting its assets, liabilities or business or independent public accountants; (vi) except insofar as may have been disclosed in any amendment of any material Tax Return or the Company Reports, making of any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectmaterial Tax election; and (vii) any material modification of any Communications License.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with as contemplated by this Merger Agreement or as disclosed in the transactions contemplated herebyCompany Disclosure Schedule, since May 31, 2000the date of the Balance Sheet, the Company and its Subsidiaries Acquired Companies have conducted their business businesses only in the ordinary course or as disclosed in any Company Reports, and there has not been (i) any change Material Adverse Change (as defined below) in the Company; (ii) any damage, destruction or event havingloss, whether or not covered by insurance, that has had, or that would is reasonably be expected to have, a Company Material Adverse Effect, Effect on the Company; (iiiii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock securities or property) with respect to any of the Company's capital stock, (iii) any split, combination or reclassification of any of the Company's capital stock or any substitution for shares of the Company's capital stock, except for issuances of the regular quarterly dividend paid on October 15, 1997 on the Company Common Stock upon at $.20 per share and $1.95 per share on the exercise of options awarded prior Preferred Stock, and the regular quarterly dividend to the date hereof be paid in accordance with the Company Stock PlansSection 6.1(ii), (iv) except as set forth in the Company Disclosure Letter any waiver, settlement, assignment, release or compromise of any material claims or litigation, (av) any granting tax election that would reasonably be expected to have a Material Adverse Effect on the Company, or any settlement or compromise of any material income tax liability, (vi) any change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities or business, except insofar as may have been required by GAAP, (vii) any Subsidiary, increase in the compensation payable or that would become payable by an Acquired Company to any current or former directordirectors, executive officer officers or employees of such Acquired Company, other key employee of the Company or any Subsidiary of any increase in compensation, bonus or other benefits, except for than increases in the ordinary course of business or consistent with past practice and except as was required under any employment agreements in effect as of on the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15Balance Sheet, (b) any granting by the Company or any Subsidiary, to any such current or former director, executive officer or key employee of any increase in severance or termination pay or (cviii) any entry by the into or adoption or amendment of any Company Benefit Plans (as defined below) or any Subsidiary, into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement agreements with any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed other than in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectordinary course consistent with past practice.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities ------------------------------------ incurred in connection with this Agreement Agreement, the Option Agreements or the transactions contemplated herebyhereby or thereby, and except as permitted by Section 4.1(b), since May 31Xxxxx 00, 20000000, the Company XXX and its Subsidiaries subsidiaries have conducted their business only in the ordinary course consistent with past practice or as disclosed in any Company ReportsHBO SEC Document filed since such date and prior to the date hereof, and there has not been (i) any material adverse change or event having, or that would reasonably be expected to have, a Company Material Adverse Effect(as defined in Section 8.3) in HBO, (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 CompanyHBO's capital stock, (iii) any split, combination or reclassification of any of the CompanyHBO'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 the CompanyHBO's capital stock, except for issuances of Company HBO Common Stock upon the exercise or conversion of options HBO Employee Stock Options, in each case awarded prior to the date hereof in accordance with the Company Stock Planstheir present terms or issued pursuant to Section 4.1(b), (iv) except as set forth in the Company Disclosure Letter (aiv)(A) any granting by the Company HBO or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee of the Company HBO or any Subsidiary its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases as a result of promotions, normal increases of base pay or target bonuses in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15Xxxxx 00, 0000, (bX) any granting by the Company HBO or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, or (cC) any entry by the Company HBO or any Subsidiary, 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, executive officer officer, or any material amendment of any of the foregoing with any key employee, (v) except insofar as may have been disclosed in HBO SEC Documents filed and publicly available prior to the Company Reports date of this Agreement (as amended to the date hereof, the "HBO Filed SEC Documents") or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, HBO materially affecting its assets, liabilities or business or business, (vi) except insofar as may have been disclosed in the Company ReportsHBO Filed SEC Documents, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on HBO or any of its tax attributes or any settlement or compromise of any material income tax liability or (vii) any action taken by HBO or any of the HBO subsidiaries during the period from April 1, 1998 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 4.1(b).

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection with the ------------------------------------ Company SEC Documents filed prior to the date of this Agreement or the transactions and publicly available and except as contemplated herebyby this Agreement, since May March 31, 20002001, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportsconsistent with prior practice, and there has not been (i) any change or event having, or that would reasonably be expected to have, a Company Material Adverse EffectChange 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, (iii) any split, combination or reclassification of any of the Company's 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 the Company's its capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (a) any granting by the Company or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee of the Company or any Subsidiary of its subsidiaries of (A) any increase in compensation, officer or executive compensation or (B) any right to participate in (by way of bonus or other benefitsotherwise) the profits of the Company or any of its subsidiaries, except for increases except, in each case, in the ordinary course of business consistent with prior 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 or salary or wage policies being set forth in Section 3.1(g) of the Company Disclosure Schedule), (v) any employment granting by the Company or any of its subsidiaries to any such officer or employee of any increase in severance or termination pay, except as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Company Reports SEC Documents filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15and publicly available, (bvi) any granting entry into, or renewal or modification, by the Company or any Subsidiaryof its subsidiaries, to any such current or former director, executive officer or key employee of any increase in employment, consulting, severance or termination pay agreement with any officer, director or (c) any entry by employee of the Company or any Subsidiaryof its subsidiaries, into(vii) any damage, destruction or loss, whether or not covered by insurance, that has or could have a Material Adverse Effect on the Company, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, (vviii) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business (and no agreement, understanding, obligation or (vi) except insofar as may have been disclosed in the Company Reports, commitment to take any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectsuch action exists).

Absence of Certain Changes or Events. Except (1) as disclosed in the CT SEC Documents filed and publicly available prior to the date of this Agreement (as amended to the date of this Agreement, the "CT Filed SEC Documents") or (2) for any Subsidiary liabilities incurred in connection with this Agreement or the transactions contemplated hereby, since May December 31, 20001996, the Company CT and its Subsidiaries subsidiaries have conducted their business businesses only in the ordinary course or as disclosed in any Company Reportscourse, and there has not been (i) any material adverse change or event having, or that would reasonably be expected to have, a Company Material Adverse Effectin CT, (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 CompanyCT's capital stock, (iii) any split, combination or reclassification of any of the CompanyCT'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 the CompanyCT's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (aA) any granting by the Company CT or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee of the Company CT or any Subsidiary its subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15CT Filed SEC Documents, (bB) any granting by the Company CT or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or other key employee of any increase in severance or termination pay pay, except 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 CT Filed SEC Documents, or (cC) any entry by the Company CT or any Subsidiary, 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, executive officer or other key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAPUnited States generally accepted accounting principles, any change in accounting methods, principles or practices by the Company or any Subsidiary, CT materially affecting its assets, liabilities or business or businesses, (vi) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on CT or any of its tax attributes or any settlement or compromise of any material income tax liability, (vii) any waiver, settlement, assignment, release or compromise of any material claims or litigation or (viii) any revaluation in any material respect of any of CT's or its subsidiaries' assets, including writing down of inventory or writing-off of notes or accounts receivable other than in the ordinary course of business.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred (a) Since December 31, 2014, except as disclosed in connection with this Agreement the FSGI SEC Reports, no event or events have occurred that have had or are reasonably likely to have a Material Adverse Effect on FSGI. (b) Other than as set forth on Section 4.8(b) of the transactions contemplated herebyFSGI Disclosure Schedule, since May December 31, 20002014 through and including the date of this Agreement, the Company FSGI and its Subsidiaries have conducted carried on their business only respective businesses in the ordinary course or as disclosed in any Company Reports, and there has not been (i) any change or event having, or 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, (iii) any split, combination or reclassification of any of the Company's capital stock or any substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (a) any granting by the Company or any Subsidiary, to any current or former director, executive officer or other key employee of the Company or any Subsidiary of any increase in compensation, bonus or other benefits, except for increases all material respects in the ordinary course of business consistent with their past practice. (c) Except as set forth on Section 4.8(c) of the FSGI Disclosure Schedule, since Xxxxxxxx 00, 0000, xxxxxxx XXXX nor any of its Subsidiaries has (i) except for (A) normal increases for employees made in the ordinary course of business consistent with past practice or (B) as was required by applicable law or pre-existing contractual obligations, increased the wages, salaries, compensation, bonus opportunities (whether annual or long-term, or in the form of cash or property) pension, nonqualified deferred compensation or other fringe benefits or perquisites payable to any current, former or retired executive officer, employee, consultant, independent contractor, other service provider or director from the amount thereof in effect as of December 31, 2014, granted any severance, retirement or termination pay, entered into any contract to make or grant any severance, retirement or termination pay (in each case, except as required under any employment the terms of agreements or severance plans listed on Section 4.11(a) of the FSGI Disclosure Schedule, as in effect as of the date of hereof), obligated itself to pay or paid any bonus other than the most recent audited financial statements included customary year-end bonuses in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15amounts consistent with past practice, (bii) granted, amended, accelerated, modified or terminated any granting by the Company stock appreciation rights or options to purchase shares of FSGI Common Stock, any Subsidiaryrestricted, to performance or fully vested shares of FSGI Common Stock, any such current phantom or former director, executive officer or key employee of any increase in severance or termination pay or (c) any entry by the Company or any Subsidiary, intorestricted stock units, or any amendment ofright to acquire any shares of its capital stock with respect to any current, any employmentformer or retired executive officer, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer consultant, independent contractor or key other service provider or employee, (viii) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, changed any change in accounting methods, principles or practices by the Company of FSGI or any Subsidiary, materially its Subsidiaries affecting its assets, liabilities or business businesses, including any reserving, renewal or residual method, practice or policy, (iv) suffered any strike, work stoppage, slow-down or other labor disturbance, (v) adopted, amended, modified or terminated any FSGI Benefit Plan, except as required by applicable laws, or (vi) except insofar as may have been disclosed hired, terminated, promoted or demoted any employee, consultant, independent contractor, executive officer, director or other service provider (other than in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectordinary course of business and consistent with past practice).

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with as expressly contemplated by this Agreement or the transactions contemplated herebyhereby and except as disclosed in the Company SEC Documents filed prior to the date hereof, since May December 31, 20001999, the Company and its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportscourse, and there has not been (i) any change or event having, or that would reasonably be expected to have, a Company Material Adverse EffectEffect on the Company or, to the knowledge of the Company, any development or combination of developments reasonably likely to have a Material Adverse 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, other than regular quarterly cash dividends of $0.12 per share on the Company's Common Stock, (iii) any split, combination dividend, combination, recapitalization or reclassification of similar transaction with respect to any of 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 the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options Company Options awarded prior to the date hereof in accordance with the Company Stock Planstheir terms, (iv) except as set forth in prior to the Company Disclosure Letter date hereof (aA) any granting by the Company or any Subsidiary, of its Subsidiaries to any current or former director, executive officer or other key employee of the Company or any Subsidiary its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business and in accordance with past practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15December 31, 1999, (bB) any granting by the Company or any Subsidiary, of its Subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, except in the ordinary course of business and consistent with past practice, or (cC) any entry by the Company or any Subsidiary, of its Subsidiaries into, or any amendment amendments of, any employmentCompensation and Benefit Plan, deferred compensation, consulting, severance, termination or indemnification agreement other than in the ordinary course of business and consistent with any such current or former director, executive officer or key employeepast practice, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed in the Company Reports, any tax election that individually would be Material to the Company or in any of its tax attributes or any settlement or compromise of any Material income tax liability (other than any such liability that was the aggregate would reasonably be expected to have subject of a Company Material Adverse Effectdispute disclosed on Section 5.03(r) of the -30- 34 Company's Disclosure Schedule).

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or the transactions contemplated hereby, since May 31December 29, 20002001, the Company and its Subsidiaries subsidiaries have conducted their business respective businesses only in the ordinary course or as disclosed in any Company Reportscourse, and since such date there has not been been: (i) any material adverse change in the Company or any event having, which either individually or that when aggregated with any other event(s) has or reasonably would reasonably be expected to have, have a Company Material Adverse Effect, material adverse effect on the Company, (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 29, 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, , (iiiiv) any split, combination or reclassification of any of 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 the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options Company Stock Options awarded and outstanding prior to the date hereof in accordance with their present terms, (v) prior to the Company Stock Plans, date hereof (iv) except as set forth in the Company Disclosure Letter (aA) any granting by the Company or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee of the Company or any Subsidiary Employee of any increase in compensation, bonus bonus, perquisites, incentive payments or other benefits, benefits except for increases in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15business, (bB) any granting by the Company or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key employee Employee of any increase in severance or termination pay pay, or (cC) any entry by the Company or any Subsidiary, 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, executive officer or key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or Employee, (vi) except insofar as may have been required by a change in GAAP or regulatory accounting principles, any change in its accounting methods (or underlying assumptions), principles or practices affecting its assets, liabilities, businesses, inventories, cash flows, revenue or expense recognition policies, estimates, accruals, reserves, guarantees, amortization, discounts, returns, allowances, depreciation, goodwill impairment, consolidation principles, contingencies, intercompany loans, credit collections, including without limitation, any reserving, renewal, reversal, deferral, valuation or residual method, practice or policy, in each case, in effect on the date hereof, or change in any material respect any of its methods of reporting income and deductions for Federal income tax purposes from those employed in the preparation of the Federal income tax returns of the Company for the taxable year ending December 29, 2001, (vii) any Tax election or change in any Tax election, amendment to any Tax Return, closing agreement with respect to Taxes, or 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 ReportsSEC Documents, (viii) any material change in investment policies, or (ix) any tax election that individually agreement or in commitment (contingent or otherwise) to do any of the aggregate would reasonably be expected to have a Company Material Adverse Effectforegoing.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement and except as disclosed in the Company SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”) or the transactions contemplated herebyas expressly permitted pursuant to Section 4.01(a)(i) through (xvi), since May 31, 2000the date of the most recent audited financial statements included in the Filed Company SEC Documents, the Company and its Subsidiaries have conducted their business respective businesses only in the ordinary course or as disclosed in any Company Reportsconsistent with past practice, and there has not been any Material Adverse Change, and from such date until the date hereof there has not been (i) any change or event having, or 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 capital stock of the Company's Company or any of its Subsidiaries, (ii) any purchase, redemption or other acquisition by the Company or any of its Subsidiaries of any shares of capital stockstock 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, (iii) any split, combination or reclassification of any capital stock of the Company's capital stock Company or any of its Subsidiaries 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 their respective capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (aA) any granting by the Company or any Subsidiary, of its Subsidiaries to any current or former director, executive officer officer, employee or other key employee consultant of the Company or any Subsidiary its Subsidiaries of any increase in compensation, bonus or fringe or other benefitsbenefits or any granting of any type of compensation or benefits to any current or former director, officer, employee or consultant not previously receiving or entitled to receive such type of compensation or benefit, except for normal increases in cash compensation in the ordinary course of business consistent with past practice or as was required under any employment agreements Company Benefit Agreement or Company Benefit Plan in effect as of the date of the most recent audited financial statements included in the Filed Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15SEC Documents, (bB) any granting by the Company or any Subsidiary, of its Subsidiaries to any such current or former director, executive officer officer, employee or key employee consultant of the Company or any of its Subsidiaries of any right to receive any increase in severance or termination pay pay, or (cC) any entry by the Company or any Subsidiary, of its Subsidiaries into, or any amendment of, amendments of (1) any employment, deferred compensation, consulting, severance, change of control, termination or indemnification agreement or any other agreement, plan or policy with or involving any such current or former director, executive officer officer, employee or key employeeconsultant of the Company or any of its Subsidiaries or (2) any agreement with any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement (all such agreements under this clause (C), collectively, “Company Benefit Agreements”), (D) any adoption of, any amendment to or any termination of any Company Benefit Plan, or (E) any payment of any benefit under, or the grant of any award under, or any amendment to, or termination of, any bonus, incentive, performance or other compensation plan or arrangement, Company Benefit Agreement or Company Benefit Plan (including in respect of stock options, “phantom” stock, stock appreciation rights, restricted stock, “phantom” stock rights, restricted stock units, deferred stock units, performance stock units or other stock-based or stock-related awards or the removal or modification of any restrictions in any Company Benefit Agreement or Company Benefit Plan or awards made thereunder) except for normal increases in cash compensation in the ordinary course of business consistent with past practice or as required to comply with applicable law or any Company Benefit Agreement or Company Benefit Plan in effect as of the date of the most recent audited financial statements included in the Filed Company SEC Documents, (v) except insofar as may have been disclosed any damage, destruction or loss to any asset of the Company or any of its Subsidiaries, whether or not covered by insurance, that individually or in the Company Reports aggregate has had or required by would reasonably be expected to have a change in GAAPMaterial Adverse Effect, (vi) any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) businesses, except insofar as may have been disclosed required by a change in the Company Reports, GAAP or (vii) any material tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectany settlement or compromise of any material income tax liability.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or the transactions contemplated hereby, since May (a) Since December 31, 2000, the Company and its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reports2011, and there has not been (i) any change or event having, or 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, (iii) any split, combination or reclassification of any of the Company's capital stock or any substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in Section 4.9(a) of the Company Medmarc Disclosure Letter Schedule, neither Medmarc nor any of the Medmarc Subsidiaries has (aexcept as required by applicable law): (i) any granting by increased the Company wages, salaries, compensation, pension, or any Subsidiary, other fringe benefits or perquisites payable to any current executive officer, employee, or former directordirector from the amount thereof in effect as of December 31, executive officer or other key employee of the Company or any Subsidiary of any increase in compensation, bonus or other benefits2011, except for increases changes in benefits in the ordinary course of business business, (ii) granted any equity based compensation or as was required under severance or termination pay, entered into any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior contract to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15make or grant any equity based compensation or severance or termination pay, or paid any bonuses, or (iii) suffered any strike, work stoppage, slowdown, or other labor disturbance. (b) Since December 31, 2011, and except as set forth in Section 4.9(b) of the Medmarc Disclosure Schedule or as set forth in the Combined Financial Statements, there has not been: (i) any granting Material Adverse Effect on Medmarc; (ii) any material change in any method of accounting or accounting principles or practice by the Company Medmarc or any Medmarc Subsidiary, except as required by SAP and disclosed in the notes to any such current or former director, executive officer or key employee the unaudited financial statements of any increase in severance or termination pay or Medmarc and the Medmarc Subsidiaries; (ciii) any entry by material change in the Company actuarial, investment, reserving, underwriting or claims administration policies, practices, procedures, methods, assumptions or principles of Medmarc or any Medmarc Subsidiary; (iv) any damage, intodestruction or loss, whether or not covered by insurance, materially and adversely affecting the properties or business of Medmarc or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, Medmarc Subsidiary; (v) any discharge or cancellation, whether in part or in whole, of any indebtedness owed by Medmarc or any Medmarc Subsidiary to any Person, except insofar as may have been disclosed reimbursement to employees of ordinary business expenses or other debts arising in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or ordinary course of business; (vi) any sale or transfer of any material asset or property, of Medmarc or any Medmarc Subsidiary, except insofar as may have been disclosed in the Company Reportsordinary course of business; (vii) any sale, assignment or transfer of any tax election that individually trademarks, trade names, or in the aggregate would reasonably be expected other intangible assets of Medmarc or any Medmarc Subsidiary; or (viii) any material amendment to have a Company Material Adverse Effector termination of any Medmarc Contract or Permit.

Absence of Certain Changes or Events. Except for (a) Since the Company Balance Sheet Date, there has not been any Subsidiary liabilities incurred change, effect, event, occurrence, state of facts or development that has had or would reasonably be expected to have, individually or in connection with the aggregate, a Company Material Adverse Effect. (b) Since the Company Balance Sheet Date and through the date of this Agreement or the transactions contemplated hereby, since May 31, 2000Agreement, the Company and its Subsidiaries have conducted their business only respective businesses in all material respects in the ordinary course or as disclosed in any Company Reportsconsistent with their past practices, and there has not been been: (i) any change or event having, or 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 shares of capital stock of the Company or any of its Subsidiaries, other than (A) in the case of the Company's capital stock, regular quarterly cash dividends and (B) in the case of any direct or indirect wholly owned Subsidiary of the Company, dividends or distributions to its parent; (ii) except as required by the terms of the Company Convertible Notes, any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any Company Securities or Company Subsidiary Securities; (iii) any split, combination combination, subdivision or reclassification of any of the Company's capital stock Company Securities or any substitution for shares of the Company's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, Subsidiary Securities; (iv) except as set forth required to comply with any Applicable Law or any Employee Plans as in effect on the Company Balance Sheet Date, (A) any grant of any severance, change in control or termination pay to any director or executive officer of the Company, (B) any entry into any employment, consulting, change in control, deferred compensation or other similar agreement, plan, arrangement or policy (or any material amendment to any such agreement, plan, arrangement or policy) with any director or executive officer of the Company, (C) any increase in the Company Disclosure Letter compensation or benefits payable under any severance, change in control or termination pay policies or Employee Plans (aexcept as provided under the terms thereof as a result of increases in compensation permitted under clause (D)), (D) any granting by increase in the Company compensation, bonus or any Subsidiary, other benefits payable to any current or former director, executive officer or other key employee of the Company or any Subsidiary of its Subsidiaries, other than normal increases in base salary (and, any increase corresponding increases in compensation, bonus or other benefits, except for increases the dollar amount of target bonuses that result from such base salary increases) and wages in the ordinary course of business consistent with past practice, (E) any establishment, adoption, entry into, amendment, modification or as was required termination of any collective bargaining agreement, (F) any establishment, adoption, entry into, termination, or amendment or modification in any material respect, of any material Employee Plan or (G) the taking of any action to accelerate any material compensation or benefits, including vesting and payment, or the making of any material determinations, under any employment agreements in effect as collective bargaining agreement or Employee Plan; Table of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15, (b) any granting by the Company or any Subsidiary, to any such current or former director, executive officer or key employee of any increase in severance or termination pay or (c) any entry by the Company or any Subsidiary, into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, Contents (v) except insofar as may have been disclosed any material change in the Company Reports Company’s method of accounting or accounting principles or practices, except for any such change required by reason of a change in GAAPGAAP or by Regulation S-X under the Exchange Act, any change in accounting methods, principles or practices as approved by the Company or any Subsidiary, materially affecting its assets, liabilities or business or independent public accountants; (vi) except insofar as may have been disclosed in any amendment of any material Tax Return or the Company Reports, making of any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectmaterial Tax election; and (vii) any material modification of any Communications License.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection with the Company SEC Documents filed and publicly available prior to the date of this Agreement or (the transactions contemplated hereby"Filed Company SEC Documents"), since May from December 31, 20001995, to the date of this Agreement, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportscourse, and and: (i) during the period from September 30, 1996, to the date of this Agreement, there has not been (i) any change event, change, effect or event havingdevelopment which, individually or that would in the aggregate, has had or is, so far as reasonably can be expected foreseen, likely to have, a Company Material Adverse Effect, ; (ii) during the period from December 31, 1995, to the date of this Agreement, there has not been except for regular annual dividends not in excess of $0.05 per share of Company Common Stock, 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 shares of the Company's capital stock, Company Capital Stock; (iii) during the period from December 31, 1995, to the date of this Agreement, there has not been any split, combination or reclassification of any of the Company's capital stock Company Capital Stock or any issuance or the authorization of any issuance of any other securities in exchange or in substitution for shares of Company Capital Stock; (iv) during the Company's capital stockperiod from December 31, except for issuances of Company Common Stock upon the exercise of options awarded prior 1995, to the date hereof in accordance with the Company Stock Plansof this Agreement, (iv) there has not been except as set forth disclosed in Section 3.01(g) of the Company Disclosure Letter Letter, (aA) any granting by the Company or any Subsidiary, Company Subsidiary to any current or former director, executive officer or other key employee of the Company or any Company Subsidiary of any increase in compensation, bonus or other benefits, except for increases in the ordinary course of business consistent with prior practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Filed Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15SEC Documents, (bB) any granting by the Company or any Subsidiary, Company Subsidiary to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, except 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 (cC) any entry by the Company or any Subsidiary, into, or any amendment of, Company Subsidiary into any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effect.officer; and

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with Since January 28, 2006, except as expressly contemplated by this Agreement or the transactions contemplated hereby, since May 31, 2000Agreement, the Company and its Subsidiaries subsidiaries have conducted their business only in all material respects in the ordinary course or as disclosed in any Company Reportsconsistent with past practice and, and since such date, there has not been been: (i) any change change, event or event having, or that would reasonably be expected to have, occurrence which has had a Company 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, (iii) any split, combination ’s or reclassification of any of the Company's capital stock or any substitution for shares of the Company's its subsidiaries’ capital stock, except for issuances of (x) regular quarterly cash dividends on Company Common Stock upon and (y) any dividend or distribution by a wholly-owned subsidiary of the exercise of options awarded Company; (iii) prior to the date hereof in accordance with of this Agreement, any redemption, repurchase or other acquisition of any shares of capital stock of the Company Stock Plansof any of its subsidiaries, other than pursuant to the Company’s stock repurchase program disclosed in the Filed SEC Reports; (iv) except as set forth in prior to the Company Disclosure Letter date of this Agreement, (ax) any granting by the Company or any Subsidiary, of its subsidiaries to any current of their directors, officers or former director, executive officer or other key employee of the Company or any Subsidiary employees of any increase in compensation, bonus compensation or other fringe benefits, except for increases in the ordinary course of business with respect to employees who are not directors or executive officers or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15Plan, (by) any granting by the Company or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key employee of the right to receive any increase in severance or termination pay not provided for under any Company Plan, or (cz) any entry by the Company or any Subsidiaryof its subsidiaries into any employment, intoconsulting or severance agreement or arrangement with any director, officer or employee of the Company or its subsidiaries, except for any Company Plan and any offers of employment in the ordinary course of business to employees who are not directors or executive officers, or any material amendment of, of any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, Company Plan; (v) prior to the date of this Agreement, any material change by the Company in its accounting principles, except insofar as may have been disclosed be required to conform to changes in statutory or regulatory accounting rules or generally accepted accounting principles or regulatory requirements with respect thereto; or (vi) prior to the Company Reports or required by a change in GAAPdate of this Agreement, any change in accounting methods, principles or practices material Tax election made by the Company or any Subsidiary, materially affecting of its assets, liabilities subsidiaries or business any settlement or (vi) except insofar as may have been disclosed in compromise of any material Tax liability by the Company Reports, or any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectof its subsidiaries.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement and except as disclosed in the Company SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the "Filed Company SEC Documents") or the transactions contemplated herebyas expressly permitted pursuant to Section 4.01(a)(i) through (xvi), since May 31, 2000the date of the most recent audited financial statements included in the Filed Company SEC Documents, the Company and its Subsidiaries have conducted their business respective businesses only in the ordinary course or as disclosed in any Company Reportsconsistent with past practice, and there has not been any Material Adverse Change, and from such date until the date hereof there has not been (i) any change or event having, or 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 capital stock of the Company's Company or any of its Subsidiaries, (ii) any purchase, redemption or other acquisition by the Company or any of its Subsidiaries of any shares of capital stockstock 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, (iii) any split, combination or reclassification of any capital stock of the Company's capital stock Company or any of its Subsidiaries 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 their respective capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (aA) any granting by the Company or any Subsidiary, of its Subsidiaries to any current or former director, executive officer officer, employee or other key employee consultant of the Company or any Subsidiary its Subsidiaries of any increase in compensation, bonus or fringe or other benefitsbenefits or any granting of any type of compensation or benefits to any current or former director, officer, employee or consultant not previously receiving or entitled to receive such type of compensation or benefit, except for normal increases in cash compensation in the ordinary course of business consistent with past practice or as was required under any employment agreements Company Benefit Agreement or Company Benefit Plan in effect as of the date of the most recent audited financial statements included in the Filed Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15SEC Documents, (bB) any granting by the Company or any Subsidiary, of its Subsidiaries to any such current or former director, executive officer officer, employee or key employee consultant of the Company or any of its Subsidiaries of any right to receive any increase in severance or termination pay pay, or (cC) any entry by the Company or any Subsidiary, of its Subsidiaries into, or any amendment of, amendments of (1) any employment, deferred compensation, consulting, severance, change of control, termination or indemnification agreement or any other agreement, plan or policy with or involving any such current or former director, executive officer officer, employee or key employeeconsultant of the Company or any of its Subsidiaries or (2) any agreement with any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement (all such agreements under this clause (C), collectively, "Company Benefit Agreements"), (D) any adoption of, any amendment to or any termination of any Company Benefit Plan, or (E) any payment of any benefit under, or the grant of any award under, or any amendment to, or termination of, any bonus, incentive, performance or other compensation plan or arrangement, Company Benefit Agreement or Company Benefit Plan (including in respect of stock options, "phantom" stock, stock appreciation rights, restricted stock, "phantom" stock rights, restricted stock units, deferred stock units, performance stock units or other stock-based or stock-related awards or the removal or modification of any restrictions in any Company Benefit Agreement or Company Benefit Plan or awards made thereunder) except for normal increases in cash compensation in the ordinary course of business consistent with past practice or as required to comply with applicable law or any Company Benefit Agreement or Company Benefit Plan in effect as of the date of the most recent audited financial statements included in the Filed Company SEC Documents, (v) except insofar as may have been disclosed any damage, destruction or loss to any asset of the Company or any of its Subsidiaries, whether or not covered by insurance, that individually or in the Company Reports aggregate has had or required by would reasonably be expected to have a change in GAAPMaterial Adverse Effect, (vi) any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) businesses, except insofar as may have been disclosed required by a change in the Company Reports, GAAP or (vii) any material tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectany settlement or compromise of any material income tax liability.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as disclosed in connection with the SEC Documents filed and publicly available prior to September 3, 1997 (the "Filed SEC Documents") or in Section 2.6 of the Disclosure Schedule or except as otherwise provided in this Agreement or the transactions contemplated herebyAgreement, since May December 31, 20001996, the Company and its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportscourse, and except as otherwise expressly permitted by this Agreement, there has not been (i) any change which has had or event having, or that would which could reasonably be expected to have, 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 outstanding capital stockstock (other than regular quarterly cash dividends of $.27 per Common Share and $.62 1/2 per share of $2.50 Convertible Preferred Stock, $5.00 par value (the Preferred Stock) in accordance with usual record and payment dates and in accordance with the Company's present dividend policy), (iii) any split, combination or reclassification of any of the Company's 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 the Company's its outstanding capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (ax) any granting by the Company or any Subsidiary, of its Subsidiaries to any current or former director, executive officer or other key employee of the Company or any Subsidiary of its Subsidiaries of any increase in compensation, bonus or other benefits, except for increases in the case of employees in the ordinary course of business consistent with prior practice, or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Filed SEC Documents, (y) any granting by the Company Reports or any of its Subsidiaries to any such director, officer or other employee of any increase in severance or termination pay, (z) any entry by the Company or any of its Subsidiaries into any employment, severance, change of control, termination or similar agreement with any officer, director or other employee, (v) any change in the method of accounting or policy used by the Company or any of its Subsidiaries and disclosed in the financial statements included in the Filed SEC Documents or in the Annual Statement or the Quarterly Statement (as those terms are defined in Section 2.10(iii)) most recently filed and publicly available prior to the date hereof, other than changes which were required by GAAP or SAP (as defined in Section 2.10(iii)) or Guideline 22 of this Agreement which have been disclosed the National Association of Insurance Commissioners, (vi) any material amendment to Parent the insurance policies or annuity contracts in force of any Significant Subsidiary or any material change in the manner described methodology used in the determination of the Reserve Liabilities (as defined in Section 4.152.10(iv)) of the Significant Subsidiaries or any reserves contained in the financial statements included in the Filed SEC Documents or in the Annual Statement or the Quarterly Statement most recently filed and publicly available prior to the date hereof with respect to insurance policies and annuity contracts, (bvii) any granting termination, amendment, or entrance into as ceding or assuming insurer any reinsurance, coinsurance or other similar agreement or any trust agreement or security agreement relating thereto, other than renewals on substantially the same terms, in the ordinary course of business, (viii) the introduction of any insurance policy or annuity contract, (ix) any material changes in their customary marketing, pricing, underwriting, investing or actuarial practices and policies or (x) any adoption or amendment in any material respect by the Company or any Subsidiary, to any such current or former director, executive officer or key employee of its Subsidiaries of any increase in severance or termination pay or (c) any entry by the Company collective bargaining agreement or any SubsidiaryBenefit Plan (as defined in Section 2.8). Except as disclosed in Section 2.6 of the Disclosure Schedule, into, or any amendment of, any there exist no employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, (v) except insofar as may have been disclosed in the Company Reports or required by a change in GAAP, any change in accounting methods, principles or practices by agreements between the Company or any Subsidiaryof its Subsidiaries and any current or former employee, materially affecting its assets, liabilities officer or business or (vi) except insofar as may have been disclosed in director of the Company Reports, or any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectof its Subsidiaries.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred ------------------------------------- as disclosed in connection with the SEC Documents filed and publicly available prior to the date of this Agreement or (the transactions "Filed SEC Documents"), and except as expressly contemplated herebyby this Agreement, since May 31, 2000the date of the most recent audited financial statements included in the Filed SEC Documents, the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportscourse, and there has not been (i) any material adverse change or event having, or that would reasonably be expected to have, a Company Material Adverse Effectin 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, (iii) any split, combination or reclassification of any of the Company's 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 the Company's its capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (ax) any granting by the Company or any Subsidiary, of its subsidiaries to any current or former director, executive officer or other key employee of the Company or any Subsidiary of its subsidiaries of any increase in compensation, bonus or other benefits, except for increases in the ordinary course of business consistent with prior practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15Filed SEC Documents, (by) any granting by the Company or any Subsidiary, of its subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, except 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 or any Subsidiary, into, or any amendment of, of its subsidiaries into any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current or former director, executive officer or key employeeofficer, (v) except insofar as may any damage, destruction or loss, whether or not covered by insurance, that has or is likely to have been disclosed in a material adverse effect on the Company Reports Company, or required by a change in GAAP, (vi) any change in accounting methods, principles or practices by the Company or any Subsidiary, materially affecting its assets, liabilities or business or (vi) business, except insofar as may have been disclosed required by a change in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectgenerally accepted accounting principles.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred in connection with this Agreement or the transactions contemplated hereby, since May 31September 30, 20001998, NSC and each of the Company and its NSC Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company ReportsSEC Document, and there has not been (i) any change or event having, or 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 CompanyNSC's capital stock, (iiiii) any split, combination or reclassification of any of the CompanyNSC'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 the CompanyNSC's capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iviii) except as set forth in the Company Disclosure Letter (aA) any granting by the Company NSC or any Subsidiary, NSC Subsidiary to any current or former director, executive officer or other key employee of the Company NSC or any NSC Subsidiary of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports SEC Documents filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15Agreement, (bB) any granting by the Company NSC or any Subsidiary, NSC Subsidiary to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, except in the ordinary course of business, or (cC) any entry by the Company NSC or any Subsidiary, NSC Subsidiary into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, other than in the ordinary course of business, or (viv) except insofar as may have been disclosed in the Company Reports SEC Documents or required by a change in GAAPgenerally accepted accounting principles, any change in accounting methods, principles or practices by the Company or any Subsidiary, NSC materially affecting its assets, liabilities or business or (vi) except insofar as may have been disclosed in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectbusiness.

Absence of Certain Changes or Events. Except for any Subsidiary liabilities incurred as specifically contemplated by this Agreement, or disclosed in connection with this Agreement or Section 4.1(g) of the transactions contemplated herebyViasoft Disclosure Letter, since May 31the date of the most recently audited financial statements included in the SEC Documents, 2000, the Company and Viasoft has conducted its Subsidiaries have conducted their business only in the ordinary course or as disclosed in any Company Reportscourse, and there has not been (i) any change or event having, or that would reasonably be expected to have, a Company Material Adverse EffectChange affecting Viasoft, (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 CompanyViasoft's capital stock, (iii) any split, combination or reclassification of any of the Company's its capital stock or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's its capital stock, except for issuances of Company Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Company Stock Plans, (iv) except as set forth in the Company Disclosure Letter (aiv)(x) any granting by the Company Viasoft or any Subsidiary, of its Subsidiaries to any current or former director, executive officer or other key employee of the Company Viasoft or any Subsidiary of its Subsidiaries of any increase in excess of $10,000 per annum in compensation, bonus or other benefits, except for increases in the ordinary course of business consistent with prior practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Company Reports filed and publicly available prior to the date of this Agreement which have been disclosed to Parent in the manner described in Section 4.15SEC Documents, (by) any granting by the Company Viasoft or any Subsidiary, of its Subsidiaries to any such current or former director, executive officer or key employee of any increase in excess of $10,000 per annum in severance or termination pay pay, except 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 SEC Documents, or (cz) any entry by the Company Viasoft or any Subsidiary, into, or any amendment of, of its Subsidiaries into any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current or former director, executive officer or key employeeofficer, (v) except insofar as may any damage, destruction or loss, whether or not covered by insurance, that has or could reasonably be expected to have been disclosed in the Company Reports or required by a change in GAAPMaterial Adverse Effect on Viasoft, (vi) any change in accounting methods, principles or practices by the Company or any Subsidiary, Viasoft materially affecting its assets, liabilities or business or (vi) business, except insofar as may have been disclosed required by a change in GAAP and SEC rules and regulations, or (vii) any material revaluation of any of Viasoft's assets, including, without limitation, writing down the value of capitalized inventory or writing off accounts receivable, other than in the Company Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effectordinary course consistent with past practice.