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

Absence of Certain Changes or Events. (a) Since the date of the Balance Sheet, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries has: (i) amended its organizational documents; (ii) declared, set aside or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree to do any act described in clauses (i) through (x) above.

Absence of Certain Changes or Events. (a) Since the Balance Sheet Date to the date of the Balance Sheet, there has not occurred any Material Adverse Effect this Agreement (with respect to the Company representation and warranty made as of the date of this Agreement) and to the Closing Date (with respect to the representation and warranty made as of the Closing Date): (a) no change in the condition (financial or its Subsidiaries.otherwise), operations, prospects or results of operations of the Business or Seller or any Seller Subsidiary has caused a Material Adverse Effect; (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company Seller nor any of its Subsidiaries has: (i) amended its organizational documents; (ii) Seller Subsidiary has declared, set aside or paid any dividend or made any other distribution in stock or property (other than Excluded Assets) with respect to the holders of the equity interests in the Companyany Equity Security or Debt Security, except for cash dividends or other cash distributions or to repay any intercompany debt; (c) neither Seller nor any Seller Subsidiary has (i) increased or modified the compensation or benefits payable or to become payable by such entity to any current or former directors, employees, consultants or contractors of the Business, (ii) increased or modified or terminated any Benefit Plan made to, for or with any current or former directors, employees, consultants or contractors of the Business, or (iii) loanedentered into any employment, advancedseverance or termination agreement Related to the Business, invested or made a capital contribution of any amount to or in any Person, other than advances except in the ordinary course of business; (ivd) neither Seller nor any Seller Subsidiary has sold, assignedleased, pledged, disposed of transferred or otherwise transferred, assigned any property or suffered or permitted an Encumbrance assets Related to the Business (other than a Permitted EncumbranceExcluded Assets), except for (i) to exist on any assetsthe sale of Inventory, (ii) the grant of non-exclusive Out-Bound Licenses, and (iii) the sale of obsolete Equipment, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries case in the ordinary course of businessthe Business consistent with past practice; (ve) incurred neither Seller nor any Seller Subsidiary has incurred, assumed or assumed guaranteed any Indebtedness Related to the Business (other than Excluded Liabilities); (f) neither Seller nor any Seller Subsidiary has mortgaged, pledged or guarantee subjected to Liens any assets, properties or rights Related to the Business (other than Excluded Assets), except for Liens arising under lease financing arrangements existing as of the Balance Sheet Date and Permitted Liens; (g) neither Seller nor any such IndebtednessSeller Subsidiary has entered into, repaid amended, modified, canceled or waived any Indebtedness or guarantee of rights under, any Indebtedness, or cancelled Material Contract in any material Indebtednessrespect, in each case, other than in and no Material Contract has been terminated or cancelled; (h) neither Seller nor any Seller Subsidiary has taken any action outside the ordinary course of businessthe Business, in any material respect; (vii) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets there has not been any violation of, or by purchasing all of or substantial equity interests inconflict with, any other person material applicable Law or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) belowBusiness Authorization; (viij) incurred neither Seller nor any capital expenditure excluding for purposes hereofSeller Subsidiary has agreed, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease arrangement, to take any action which, if taken prior to the date hereof, would have made any representation or warranty set forth in this Article IV untrue or incorrect as of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business;date when made; and (xk) accelerated the time of collection of neither Seller nor any Seller Subsidiary has agreed, whether in writing or granted any offsetotherwise, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree to do any act described in clauses (i) through (x) aboveof the foregoing.

Absence of Certain Changes or Events. (a) Since Except as disclosed in the SEC Reports, from the date of the Balance Sheetmost recent financial statements contained in the SEC Reports to the date of this Agreement, Gotham has conducted its business only in the ordinary course, and during such period there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries hasbeen: (ia) amended its organizational documents; (ii) declared, set aside or paid any dividend or made any other distribution to the holders of the equity interests change in the Company; (iii) loanedassets, advancedliabilities, invested financial condition or made a capital contribution operating results of any amount to or in any Person, other than advances Gotham from that reflected in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries financial statements contained in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such IndebtednessSEC Reports, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired except changes in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) belowthat have not caused, in the aggregate, an Gotham Material Adverse Effect; (viib) incurred any capital expenditure excluding for purposes hereofdamage, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedulesdestruction or loss, whether or not covered by insurance, that would have an Gotham Material Adverse Effect; (viiic) commenced any litigation, other than (A) litigation in connection with the collection waiver or compromise by Gotham of accounts receivable a valuable right or (B) litigation as of a result of suits, actions or other proceedings commenced against the Company or its Subsidiariesmaterial debt owed to it; (ixd) entered into any lease satisfaction or discharge of real propertyany lien, other than renewals in respect of existing Leased Real Property in the ordinary course of businessclaim, or amended, supplemented, otherwise modified encumbrance or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payableobligation by Gotham, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business and the satisfaction or discharge of which would not have an Gotham Material Adverse Effect; (e) any material change to a material Contract by which Gotham or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any mortgage, pledge, transfer of a security interest in or lien created by Gotham with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair Gotham’ ownership or use of such property or assets; (h) any loans or guarantees made by Gotham to or for the benefit of its employees, officers or directors, or any Shareholders of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (i) any declaration, setting aside or payment or other distribution in respect of any of Gotham’ capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by Gotham; (j) any alteration of Gotham’ method of accounting or the identity of its auditors; (k) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Gotham stock option plans; or (xil) agreed any arrangement or committed to agree commitment by Gotham to do any act of the things described in clauses (i) through (x) abovethis Section 4.22.

Absence of Certain Changes or Events. The Company maintains a standard system of accounting established and administered in accordance with GAAP. The Company's unaudited balance sheet as of July 31, 2004 is referred to in this Agreement as the "Company Balance Sheet." The accounts receivable shown on the Company Balance Sheet arose in the Company's ordinary course of business, consistent with its past practices, and have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet. Allowances for doubtful accounts and warranty returns are adequate and have been prepared in accordance with GAAP consistently applied and in accordance with the Company's past practices. The Company's receivables arising after the Balance Sheet Date and before the Closing Date arose or will arise in the Company's ordinary course of business based on bona fide sales, consistent with its past practices, and have been collected or are collectible in the book amounts thereof, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company's past practices. None of the Company's receivables is subject to any material claim of offset, recoupment, setoff or counter-claim, and the Company does not have any Knowledge of any specific facts or circumstances (awhether asserted or unasserted) that could give rise to any such claim. No material amount of receivables is contingent upon the performance by the Company of any obligation or contract other than normal warranty repair and replacement. No person has any encumbrance on any of such receivables, and no agreement for deduction or discount has been made with respect to any of such receivables. Since the date of the Company Balance Sheet, the Company has conducted its business in all material respects in the ordinary course consistent with past practice and, since such date, there has not occurred occurred: (i) any change, development, event or other circumstance, situation or state of affairs that has had or would reasonably be expected to have a Material Adverse Effect with respect on the Company; (ii) any amendments to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business changes in either of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. Charter Documents; (ciii) Since the date any damage to, destruction or loss of any asset of the Balance Sheet, neither Company (whether or not covered by insurance) that would reasonably be expected to have a Material Adverse Effect on the Company; (iv) any change by the Company nor in its accounting methods, principles or practices; (v) any revaluation by the Company of any of its Subsidiaries has: (i) amended its organizational documents; (ii) declared, set aside or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each caseincluding, other than assets that are obsolete without limitation, writing down the value of inventory or no longer useful to the business of the Company writing off notes or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, accounts receivable other than in the ordinary course of business; business consistent with past practice, in terms of both frequency and amount, and in any event in excess of $50,000; (vi) acquired by merging any sale of a material amount of assets (tangible or consolidating with, or by purchasing a substantial portion intangible) of the assets of, Company; or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) other action or event that would have required the consent of Purchaser pursuant to Section 4.1 had such action or event occurred after the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection date of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree to do any act described in clauses (i) through (x) abovethis Agreement.

Absence of Certain Changes or Events. (a) Since Except as disclosed in the Rio SEC Reports filed prior to the date of this Agreement or in Schedule 3.6 of the Rio Disclosure Schedule, since the date of the Rio Balance Sheet, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business of the Company Rio and its Subsidiaries has been have conducted their businesses only in the ordinary course and in substantially a manner consistent with past practice and, since such date, there has not been (i) any event, development, state of affairs or condition, or series or combination of events, developments, states of affairs or conditions, which, individually or in the same manner as previously conducted. aggregate, has had or is reasonably likely to have a Rio Material Adverse Effect; (cii) Since the date of the Balance Sheetany damage, neither the Company nor destruction or loss (whether or not covered by insurance) with respect to Rio or any of its Subsidiaries has: which is reasonably likely to have a Rio Material Adverse Effect; (iiii) amended any material change by Rio in its organizational documents; accounting methods, principles or practices of which Harrah's has not previously been informed; (iiiv) declaredany revaluation by Rio of any of itx xxxxxs which is reasonably likely to have a Rio Material Adverse Effect; (v) any declaration, set setting aside or paid payment of any dividend or made any other distribution (whether in cash, stock or property) with respect to the holders of the equity interests in the Company; (iii) loaned, advanced, invested of Rio or made a capital contribution of any amount to or in any Personof its Subsidiaries, other than advances in the ordinary course dividends paid by wholly owned Subsidiaries or any redemption, purchase or other acquisition by Rio or any of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid securities of Rio or any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; its Subsidiaries; (vi) acquired by merging any split, combination or consolidating withreclassification of any of Rio's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or by purchasing a substantial portion in substitution for, shares of the assets Rio's capital stock; (vii) any increase in or establishment of, or any liability (caused by purchasing all a prior or existing violation of laws or substantial equity interests inregulations) under, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other person employee benefit plan, or its business any other increase in the compensation payable or acquired to become payable to any officers or key employees of Rio or any Subsidiary other than increases which would not be material, individually or in the aggregate, with respect to such officers or employees receiving such benefit or compensation (based on a comparison to benefits and compensation received in the year ended December 31,1997); (viii) any entry into, renewal, modification or extension of, any material assetscontract, arrangement or agreement with any other than assets acquired party except for contracts, arrangements or agreements in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable as contemplated by this Agreement; or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease settlement of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, pending or amended, supplemented, otherwise modified threatened litigation involving Rio or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets Subsidiaries (including writing down (whether brought by a private party or upa Governmental Entity) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed other than any settlement which is not reasonably likely to agree to do any act described in clauses (i) through (x) abovehave a Rio Material Adverse Effect.

Absence of Certain Changes or Events. (a) Since Except as set forth and described in Schedule 3.6, since the date of the Current Balance SheetSheet Date, there has not occurred any been no Material Adverse Effect with respect (or event that reasonably could be expected to the Company or its Subsidiaries. (b) have a Material Adverse Effect). Since the date of the Current Balance SheetSheet Date, Seller has conducted the business of the Company and its Subsidiaries has been conducted Stations in the ordinary course Ordinary Course of Business, and Seller has not (a) incurred loss of, or injury to, any of the Assets as the result of any fire, explosion, flood, windstorm, earthquake, labor trouble, riot, accident, act of God or public enemy or armed forces, or other casualty, except for such losses or injuries which have been cured in substantially accordance with Section 8.2; (b) incurred, or become subject to, any Liability, except current Liabilities incurred in the same manner as previously conducted. Ordinary Course of Business; (c) Since discharged or satisfied any Encumbrance or paid any Liability other than current Liabilities shown in the date balance sheets furnished pursuant to Section 3.5, current Liabilities incurred since the Current Balance Sheet Date in the Ordinary Course of the Balance SheetBusiness, neither the Company nor and Liabilities (including, without limitation, partial and complete prepayments) arising under any credit or loan agreement between Seller and its lenders; (d) mortgaged, pledged or subjected to any Encumbrance any of its Subsidiaries has: (i) amended its organizational documents; (ii) declared, set aside or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, Assets other than advances Encumbrances in the ordinary course of business; connection with Liabilities arising under any credit or loan agreement between Seller and its lenders; (ive) sold, assignedexchanged, pledged, transferred or otherwise disposed of or otherwise transferredany of its Assets, or suffered canceled any debts or permitted an Encumbrance claims; (other than a Permitted Encumbrancef) to exist on written down the value of any assetsAssets or written off as uncollectible any Accounts Receivable, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries except write-downs and write-offs in the ordinary course Ordinary Course of business; Business; (vg) incurred or assumed entered into any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, transactions other than in the ordinary course Ordinary Course of business; Business; (vih) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired made any material assets, other than assets acquired change in the ordinary course any method of business accounting or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable accounting practice; or (Bi) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into made any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree agreement to do any act described in clauses (i) through (x) aboveof the foregoing.

Absence of Certain Changes or Events. (a) Since the date of the June 30 Balance SheetSheet Date, except as disclosed on Schedule 4.8, there has not occurred any been any: (a) condition or event that has resulted in, or which the Company reasonably believes will result in, a Material Adverse Effect Change in respect of the Company and its Subsidiaries, taken as a whole; (i) except for normal periodic increases in the ordinary course of business consistent with respect past practice, increase in the compensation payable or to become payable by the Company or any of its Subsidiaries.Subsidiaries to any of their respective Personnel, (ii) bonus, incentive compensation, service award or other like benefit granted, made or accrued, contingently or otherwise, for or to the credit of any of the Personnel, except in the ordinary course of business consistent with past practices, (iii) 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 Personnel except pursuant to the existing plans and arrangements described in the Disclosure Schedule or (iv) new employment agreement to which the Company or any of its Subsidiaries is a party; (bc) Since the date addition to or modification of the Balance Sheet, Employee Plans other than (i) contributions made in accordance with the business normal practices of the Company and its Subsidiaries has been conducted in or (ii) the ordinary course and in substantially the same manner as previously conducted. (c) Since the date extension of the coverage to other Personnel who became eligible after June 30 Balance Sheet, neither the Company nor any of its Subsidiaries has: (i) amended its organizational documentsSheet Date; (iid) declaredsale, set aside assignment or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution transfer of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business material Assets of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; (vie) acquired by merging cancellation of any Indebtedness or consolidating with, or by purchasing a waiver of any rights of substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted value to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real propertySubsidiary, other than renewals in respect of existing Leased Real Property in the ordinary course of business, whether or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications not in the ordinary course of business; (xf) accelerated the time of collection of amendment, cancellation or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment termination of any accounts payableMaterial Contract, written-down material Permit or written-off any inventory other instrument material to the Company or revalued any of its assets Subsidiaries; (including writing down g) capital expenditure or the execution of any Lease or any incurring of liability for such capital expenditure or lease by the Company or any of its Subsidiaries, involving payments in excess of $50,000; (or uph) failure to operate the business of the value Company and its Subsidiaries in the ordinary course in any material respect so as to use reasonable efforts to preserve the business of inventory the Company and its Subsidiaries intact, to keep available the services of the Personnel, and to preserve the goodwill of the Company's suppliers, customers and others having business relations with the Company or equipment)its Subsidiaries; (i) change in accounting methods or practices by the Company or any of its Subsidiaries; (j) revaluation by the Company or any of its Subsidiaries of any of their respective Assets, in each case except including without limitation, writing off notes or accounts receivable other than in the ordinary course of businessbusiness in the reasonable judgment of the Company; (k) damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the Assets, properties or business of the Company or any of its Subsidiaries; (l) Indebtedness incurred by the Company for borrowed money or any commitment to incur Indebtedness entered into by the Company, or any loans made or agreed to be made by the Company other than Indebtedness incurred under the Company's line of credit with Norwest Bank Minnesota, N.A. in the ordinary course to finance the Company's working capital; (m) declaration, setting aside for payment or payment of dividends or distributions in respect of any Equity Securities of the Company or any redemption, purchase or other acquisition of any of the Company's or its Subsidiaries' Equity Securities; (n) issuance or reservation for issuance by the Company or its Subsidiaries of, or commitment to issue or reserve for issuance of, any Equity Securities of the Company or any of its Subsidiaries other than the issuance of Company Common Stock to any Person exercising Options or Warrants or the issuance of Company Common Stock pursuant to the Stock Purchase Plan or to the holder of Class A Stock converting his Class A Stock; or (xio) agreed any agreement by the Company or committed to agree any of its Subsidiaries to do any act described in clauses (i) through (x) aboveof the foregoing.

Absence of Certain Changes or Events. (a) Since Except for transactions specifically contemplated in this Agreement, since the date of the Balance Sheet, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries hasofficers or directors in their representative capacities on behalf of the Company have: (ia) amended its organizational documentsreceived oral or written notice that there has been, will be or may be a loss of, or contract cancellation by, any current customer, supplier or licenser of the Company, which loss or cancellation would result in lost annual revenues to the Company of at least $25,000; (iib) declaredtaken any action or entered into or agreed to enter into any transaction, set aside agreement or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, commitment other than in the ordinary course of business; (vic) acquired forgiven or canceled any indebtedness or waived any claims or rights of material value (including, without limitation, any indebtedness owing by merging any shareholder, officer, director, employee or consolidating with, or by purchasing a substantial portion affiliate of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assetsCompany); (d) granted, other than assets acquired in the ordinary course of business and consistent with past practice, any increase in the compensation of directors, officers, employees or capital assets permitted to be acquired consultants (including any such increase pursuant to clause (viiany employment agreement or bonus, pension, profit-sharing, lease payment or other plan or commitment, which is disclosed on Schedule 2.7(d)) belowto the Company Disclosure Memorandum; (viie) borrowed or agreed to borrow any funds, assumed or become subject to, whether directly or by way of guarantee or otherwise, any liabilities or obligations (absolute, accrued or contingent), or incurred any capital expenditure excluding for purposes hereofliabilities or obligations (absolute, capital expenditures set forth on Schedule 4.6(c)(viiaccrued or contingent) except liabilities and obligations incurred in the ordinary course of business and (f) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued or contingent) other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of claims, liabilities and obligations reflected or reserved against in the Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the date of the Disclosure SchedulesBalance Sheet, or prepaid any obligation having a fixed maturity of more than ninety (90) days from the date such obligation was issued or incurred; (viiig) commenced permitted or allowed any litigationof its property or assets (real, other than personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, institutional control, restriction or charge, except (Ai) litigation conditional sales or similar security interests granted in connection with the collection purchase of accounts receivable equipment or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property supplies in the ordinary course of business, (ii) assessments for current taxes not yet due and payable, (iii) landlord's liens for rental payments not yet due and payable, and (iv) mechanics', materialmen's, carriers' and other similar statutory liens securing indebtedness that is in the aggregate less than $10,000, was incurred in the ordinary course of business and is not yet due and payable; (h) written down the value of any inventory (including write-downs by reason of shrinkage or amendedmarkdown) or written off as uncollectible any notes or accounts receivable, supplementedexcept for write-downs and write-offs that are in the aggregate less than $10,000, incurred in the ordinary course of business and consistent with past practice; (i) sold, transferred or otherwise modified disposed of any of its properties or terminated assets (real, personal or mixed, tangible or intangible) with an aggregate net book value in excess of $10,000, except the sale of inventory in the ordinary course of business and consistent with past practice; (j) disposed of or permitted to lapse any lease governing Leased Real Propertyrights to the use of any trademark, trade name, patent or copyright, or disposed of or disclosed to any Person other than representatives of BSQUARE any trade secret, formula, process or know-how not theretofore a matter of public knowledge; (k) made any single capital expenditure or commitment in excess of $10,000 for additions to property, plant, equipment or intangible capital assets or made aggregate capital expenditures in excess of $30,000 for additions to property, plant, equipment or intangible capital assets; (l) made any change in any method of accounting or accounting practice or internal control procedure; (m) declared, paid or set aside for payment any dividend or other distribution in respect of its capital stock, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of the Company, or otherwise permitted the withdrawal by any of the holders of capital stock of the Company of any cash or other assets (real, personal or mixed, tangible or intangible), in compensation, indebtedness or otherwise, other than amendmentspayments of compensation in the ordinary course of business and consistent with past practice; (n) except for transactions that are not material in the aggregate, supplements loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any of the Company's officers, directors or employees or any affiliate of the Company's officers, directors or employees, except directors' fees and compensation paid to officers and employees at rates not exceeding the rates of compensation previously disclosed to BSQUARE/; (o) entered into or agreed to enter into, or otherwise suffered to be outstanding, any power of attorney of the Company or any obligations or liabilities (absolute, accrued or contingent) of the Company, as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise, in respect of the obligation of any other modifications Person; (p) received notice of, or otherwise obtained knowledge of: (i) any claim, action, suit, arbitration, proceeding or investigation involving, pending against or threatened against the Company or any employee of the Company before or by any court or governmental or nongovernmental department, commission, board, bureau, agency or instrumentality, or any other Person; (ii) any claim, action, suit, arbitration, proceeding, investigation or the application of any fine or penalty adverse to the Company or any officer or director of the Company before or by any Person; or (iii) any outstanding or unsatisfied judgments, orders, decrees or stipulations to which the Company or any officer, director or employee of the Company is a party that relate directly to the transactions contemplated herein or that would have any material adverse effect upon the business, assets, operations, prospects or condition (financial or other) of the Company; (q) other than in the ordinary course of business, entered into or agreed to any sale, assignment, transfer or license of any patents, trademarks, copyrights, trade secrets or other intangible assets of the Company to a third party or any amendment or change to any existing license or other agreement relating to intellectual property; (xr) accelerated the time of collection of incurred, assumed or granted guaranteed any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except indebtedness for borrowed money other than in the ordinary and usual course of business, consistent with past practice, and in amounts and on terms consistent with past practice; (s) received notice of, or otherwise obtained knowledge of, any other event or facts that are likely to have a Company Material Adverse Effect; or (xi) agreed or committed to agree to do any act described in clauses (i) through (x) above.

Absence of Certain Changes or Events. (a) Since the date of the Latest Balance Sheet, and except as set forth on Schedule 5.6, the Business has been conducted only in the ordinary course of business consistent with past practice and there has not occurred any been any: (a) change, event or effect that, individually or in the aggregate with other changes, events or effects, has resulted in, or would reasonably be expected to result in, a Material Adverse Effect with respect to the Company or its Subsidiaries.Effect; (b) Since material change in any method of accounting or accounting practice for the date Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and policies, practices and procedures with respect to (i) collection of Accounts Receivable, (ii) establishment of reserves for uncollectible Accounts Receivable, (iii) accrual of Accounts Receivable, (iv) inventory control, (v) prepayment of expenses, (vi) payment of trade accounts payable, (vii) accrual of other expenses or (viii) deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Contract; (e) transfer, assignment, sale or other disposition of any of the Acquired Assets shown or reflected in the Latest Balance Sheet, except for the business sale of the Company and its Subsidiaries has been conducted Inventory in the ordinary course of business and in substantially the same manner as previously conducted. (c) Since the date disposition of the Balance Sheetobsolete, neither the Company nor any of its Subsidiaries has: (i) amended its organizational documents; (ii) declared, set aside damaged or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances worn-out assets in the ordinary course of business; (ivf) soldamendment, assigned, pledged, disposed of termination or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee waiver of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, rights constituting Acquired Assets other than in the ordinary course of business; (vig) acquired by merging transfer, assignment or consolidating with, grant of any license or by purchasing a substantial portion sublicense of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired rights under or with respect to any Assigned Intellectual Property or Intellectual Property Contracts included in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) belowAcquired Assets; (viih) incurred material damage, destruction or loss, or any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; material interruption in use (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business) of any significant asset or property included in the Acquired Assets, whether or not covered by insurance; (i) acceleration, termination, material modification to or cancellation of any Material Contract or material Permit; (j) capital expenditures which, in the aggregate, would exceed $500,000 and which would constitute an Assumed Liability; (k) imposition of any Encumbrance upon any of the Acquired Assets other than Permitted Encumbrances; (l) (i) grant of any bonuses, whether monetary or otherwise, or amendedincrease in any wages, supplementedsalary, otherwise modified severance, pension or terminated other compensation or benefits in respect of any lease governing Leased Real Propertyemployees, independent contractors or consultants of the Business, other than amendmentsas provided for in any written agreements or required by applicable Law, supplements or (ii) action to accelerate the vesting or payment of any compensation or benefit for any employee, consultant or independent contractor of the Business (other modifications in than as required pursuant to the ordinary course terms of businessthe Seller Plans); (xm) accelerated the time adoption, modification or termination of collection of any: (i) employment, severance, retention or granted other agreement with any offsetemployee, counterclaim independent contractor or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) consultant of the value Business, (ii) Seller Plan (except as otherwise required pursuant to the terms of inventory the Seller Plans or equipmentas required by Law), or (iii) collective bargaining or other agreement with a Union, in each case except whether written or oral; (n) any loan to (or forgiveness of any loan to) any employee of the Business, or entry into any other transaction with, any employees of the Business affecting the Business or the Acquired Assets; (o) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the ordinary course filing of businessany bankruptcy petition against it under any similar Law; or (xip) agreed or committed to agree except for this Agreement and the Ancillary Agreements, any Contract to do any act described in clauses (i) through (x) aboveof the foregoing.

Absence of Certain Changes or Events. (a) Since December 31, 2015, the date of Seller has conducted its business only in the Balance Sheet, Ordinary Course and there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries hasany: (i) amended its organizational documentsevent or condition that has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) declared, set aside change in the Seller’s authorized or paid issued capital stock or any declaration or payment of any dividend or made any other distribution to the holders in respect of shares of the equity interests Seller’s capital stock except for Ordinary Course distributions in the Companyconnection with income taxes; (iii) loaned, advanced, invested amendment or made a capital contribution modification to the Seller’s articles of any amount to incorporation or in any Person, other than advances in the ordinary course of businessbylaws; (iv) sold, assigned, pledged, disposed of loss or otherwise transferred, damage (whether or suffered or permitted an Encumbrance (other than a Permitted Encumbrancenot covered by insurance) to exist on affecting any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries Purchased Assets in the ordinary course excess of business$10,000.00; (v) incurred payment or assumed any Indebtedness or guarantee increase by the Seller of any such Indebtednessbonuses, repaid salaries or other compensation to any Indebtedness shareholder, director, officer or guarantee of any Indebtedness, or cancelled any material Indebtednessemployee (except, in each casethe case of employees, payments of salaries or other than compensation in the ordinary course of businessOrdinary Course) or entry by the Seller into any employment, severance or similar contract with any director, officer or employee; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets adoption of, or by purchasing all of increase in the payments to or substantial equity interests inbenefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other person employee benefit plan for or its business or acquired with any material assets, other than assets acquired in employees of the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) belowSeller; (vii) incurred entry into, breach or default under, termination of, receipt of a notice of termination of or cancellation or waiver of any capital expenditure excluding for purposes hereof(A) Purchased Governmental Authorization, capital expenditures set forth on Schedule 4.6(c)(vii(B) Purchased Trade Certification, (C) Purchased Contract or transaction involving a total commitment by or to the Seller with an aggregate financial value in excess of $10,000.00 or (D) claims or rights of the Disclosure SchedulesSeller; (viii) commenced any litigation, sale (other than (A) litigation sales of Inventories in connection with the collection of accounts receivable or (B) litigation as a result of suitsOrdinary Course), actions lease or other proceedings commenced against disposition of any Purchased Asset or other property of the Company Seller or its Subsidiariesmortgage, pledge or imposition of any Lien on any Purchased Asset or other property of the Seller except for the Permitted Liens; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property change in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in accounting methods used by the ordinary course of businessSeller; (x) accelerated acquisition of assets by the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended Seller other than in the time of payment Ordinary Course; (xi) change in the terms of any accounts payable, written-down Contracts or written-off other documents identified in the Disclosure Schedule other than in the Ordinary Course; (xii) indication by any inventory customer or revalued supplier of the Seller of any intention to discontinue or change the terms of its assets (including writing down (or up) of relationship with the value of inventory or equipment), in each case except Seller other than in the ordinary course of businessOrdinary Course; or (xixiii) agreed the loss of any Proprietary Right as a result of the failure to make any filing with or committed pay any fee to agree any Governmental Authority; or (xiv) agreement, whether oral or written, by the Seller to do any act described in clauses (i) through (x) aboveof the foregoing.

Absence of Certain Changes or Events. (a) Since January 1, 2000, except (i) as disclosed in any Regulatory Reporting Document filed since January 1, 2000 and prior to the date hereof or (ii) as set forth in Section 5.16 of the Balance SheetCompany Disclosure Memorandum, there neither the Company nor any of its Subsidiaries has not occurred (a) incurred any liability which has had a Company Material Adverse Effect Effect, (b) suffered any change in its Condition which would have a Company Material Adverse Effect, other than changes after the date hereof which affect the banking industry as a whole, (c) failed to operate its business, in all material respects, in the ordinary course consistent with respect to the Company past practice and prudent banking practices or its Subsidiaries(d) changed any accounting practices. (b) Since the date of the Balance Sheet, the business Except as set forth in Section 5.16 of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance SheetDisclosure Memorandum, since March 31, 2005, neither the Company nor any of its Subsidiaries has: (i) amended its organizational documentsentered into any agreement, commitment or transaction other than in the ordinary course of business consistent with prudent banking practices; (ii) incurred, assumed or become subject to, whether directly or by way of any guaranty or otherwise, any obligations or liabilities (absolute, accrued, contingent or otherwise) other than in the ordinary course of business and consistent with prudent banking practices; (iii) permitted or allowed any of its property or assets to become subject to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind (other than Permitted Liens) other than in the ordinary course of business and consistent with prudent banking practices; (iv) except in the ordinary course of business consistent with prudent banking practices, canceled any debts, waived any claims or rights, or sold, transferred or otherwise disposed of any its properties or assets; (v) except for regular salary increases granted in the ordinary course of business consistent with prior practice, granted any increase in compensation or paid or agreed to pay or accrue any bonus, percentage compensation, service award, severance payment or like benefit to or for the credit of any director, officer, employee or agent, or entered into any employment or consulting contract or other agreement with any director, officer or employee or adopted, amended or terminated any Company Benefit Plan; (vi) directly or indirectly declared, set aside or paid any dividend or made any distribution in respect with capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or other distribution of its securities, except for dividends paid to the holders Company by its Subsidiaries and quarterly dividends to the shareholders of the equity interests in the CompanyCompany not exceeding $1.58 per share consistent with prior practices; (iiivii) loanedorganized or acquired any capital stock or any other equity securities or acquired any equity or ownership interest in any Person (except for settlement of indebtedness, advanced, invested foreclosure or made a capital contribution the exercise of any amount to creditors’ remedies or in any Persona fiduciary capacity, other than advances in the ordinary course ownership of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of which does not expose the Company or its Subsidiaries in to any liability from the ordinary course business, operations or liabilities of businesssuch Person); (vviii) incurred except for the transactions contemplated by this Agreement or assumed as otherwise permitted hereunder, entered into any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtednesstransaction, or cancelled entered into, modified or amended any material Indebtedness, in each casecontract or commitment, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection and consistent with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries;prudent banking practices; or (ix) entered into agreed, whether in writing or otherwise, to take any lease action the performance of real property, other than renewals which would change the representations contained in respect of existing Leased Real Property this Section 5.16(b) in the ordinary course of business, or amended, supplemented, otherwise modified or terminated future so that any lease governing Leased Real Property, other than amendments, supplements or other modifications such representation would not be true in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) all material respects as of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree to do any act described in clauses (i) through (x) aboveClosing.

Absence of Certain Changes or Events. (a) Since the date Except as described in Section 2.10(a) of the Balance SheetSellers Disclosure Schedule, since June 30, 2002, the Target Companies and, with respect to the Businesses, Sellers have conducted their businesses only in the ordinary and usual course and in a manner consistent with past practice, and, since such date, there has not occurred been any change, development, circumstance, condition, event, occurrence, damage, destruction or loss that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company or its SubsidiariesEffect. (b) Since Except as described in Section 2.10(b) of the Sellers Disclosure Schedule, during the period from June 30, 2002 to the date hereof, there has not been any (i) change by any of the Balance SheetTarget Companies or, with respect to the business Businesses, any Seller in its accounting methods, principles or practices, any revaluation by any of the Company and its Subsidiaries has been conducted in Target Companies or, with respect to the ordinary course and in substantially the same manner as previously conducted. (c) Since the date Businesses, any Seller of the Balance Sheet, neither the Company nor any of its Subsidiaries has: (i) amended its organizational documents; assets, including writing down the value of inventory or writing off notes or accounts receivable, (ii) declaredmaterial damage, set aside destruction or paid loss relating to any dividend Target Company, any Business or made any other distribution to the holders of assets thereof (including the equity interests in the Company; Transferred Assets), whether or not insured, (iii) loaned, advanced, invested liability created or made a capital contribution of any amount to or in any Person, incurred which Purchaser will assume under this Agreement other than advances liabilities created or incurred in the ordinary course of business; business and in amounts not unusual in respect of the ordinary course of business consistent with past practice and other than employees, officers and directors of the Sellers who are not also Business Employees or Target Business Employees, (iv) soldEncumbrance created on any material asset of a Target Company or any Transferred Asset, assigned, pledged, disposed of or otherwise transferred(v) increase in, or suffered commitment or permitted an Encumbrance (plan adopted or announced to increase, the wages, salaries, compensation, pension, retirement or other than a Permitted Encumbrance) benefits or payments to exist on any assetsBusiness Employee, in each caseTarget Business Employee, other than assets that are obsolete or no longer useful to the business current or former director, officer, and employee of the Company or its Subsidiaries Businesses (except in the ordinary course of business; business consistent with past practice and other than employees, officers and directors of the Sellers who are not also Business Employees or Target Business Employees), (vvi) incurred or assumed any Indebtedness or guarantee grant of any such Indebtednessseverance or termination pay to any Business Employee, repaid Target Business Employee, or current or former director, officer or employee of the Businesses, (vii) loan or advance of money or other property to any Indebtedness Business Employee, Target Business Employee, or guarantee any current or former director, officer, or employee of the Businesses, (viii) establishment, adoption, entrance into, amendment, or termination of any IndebtednessEmployee Plan or collective bargaining agreement, (ix) grant(s) of any equity or equity-based awards to any Business Employee, Target Business Employee, or cancelled any material Indebtednesscurrent or former director, in each caseofficer, or employee of the Businesses, other than in the ordinary course consistent with past practice, (x) rights of business; (vi) acquired by merging substantial value waived with respect to any Target Company, any Transferred Asset or consolidating with, or by purchasing a substantial portion any of the Businesses, and (xi) sale or transfer of any assets of, of a Target Company or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, Transferred Assets other than assets acquired dispositions of obsolete property in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection consistent with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree to do any act described in clauses (i) through (x) abovepast practice.

Absence of Certain Changes or Events. (a) Since the date of the Balance SheetSheet Date, except as set forth on Schedule 4.5, there has not occurred been any: (a) change in Seller's authorized or issued membership interests; grant of any Material Adverse Effect with membership interest option or right to purchase any equity interest in Seller; issuance of any security convertible into such equity interest; grant of any registration rights; purchase, redemption, retirement or other acquisition by Seller of any such equity interests; or declaration or payment of any dividend or other distribution or payment in respect to the Company or its Subsidiaries.of such equity interests; (b) Since amendment to the date Organizational Documents of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted.Seller; (c) Since actual or, to Seller's Knowledge, threatened Material Adverse Change in the date financial condition, working capital, members' equity, assets, Liabilities, reserves, revenues, income earnings, prospects or Business of Seller; (d) change in accounting methods, principles or practices by Seller affecting the Assets, its Liabilities or the Business; (e) material revaluation by Seller of any of the Assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable; (f) damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the Assets or the Business; (g) cancellation of any indebtedness or waiver or release of any right or claim of Seller relating to its activities or properties which had or will have a Material Adverse Effect; (h) increase in the rate of compensation payable or to become payable to any director, officer or other employee of Seller or any consultant, Representative or agent of Seller, including, without limitation, the making of any loan to, or the payment, grant or accrual of any bonus, incentive compensation, service award or other similar benefit to, any such person, or the addition to, modification of, or contribution to any Seller Employee Plan, arrangement, or practice described in the Disclosure Schedule other than (i) contributions made for the fiscal year 2003 in accordance with the normal practices of Seller or (ii) the extension of coverage to others who become eligible after the Balance Sheet, neither the Company nor any of its Subsidiaries has:Sheet Date; (i) amended its organizational documentsentry into, amendment, cancellation or termination of any Contract, commitment, agreement, Lease, transaction or Permit relating to the Assets or the Business, including, without limitation, any employment, consulting, distributorship, dealer, sales representative, joint venture, credit or similar agreement or any Contract or transaction involving a total remaining commitment by or to Seller of at least $50,000; (iij) declaredmortgage, set aside pledge or paid other encumbrance of any dividend Assets of Seller having, individually or made any other distribution to the holders of the equity interests in the Company; (iii) loanedaggregate, advanceda value of $50,000 or more, invested or made a capital contribution of any amount to or in any Person, other than advances except purchase money mortgages arising in the ordinary course of business; (ivk) soldsale, assigned, pledged, disposed assignment or transfer of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company Assets of Seller having, individually or its Subsidiaries in the ordinary course aggregate, a value of business; (v) incurred $50,000 or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each casemore, other than in the ordinary course of business; (vil) acquired incurrence of indebtedness in excess of $50,000 by merging Seller for borrowed money or consolidating withcommitment to borrow money entered into by Seller, or loans made or agreed to be made by purchasing a substantial portion of the assets ofSeller, or indebtedness guaranteed by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) belowSeller; (viim) incurrence by Seller of Liabilities in excess, individually or in the aggregate, of $50,000 or more, except Liabilities incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amendedincrease or change in any assumptions underlying or methods of calculating, supplementedany doubtful account contingency or other reserves of Seller; (n) discharge or satisfaction of any Liabilities of Seller in excess, otherwise modified individually or terminated any lease governing Leased Real Propertyin the aggregate, of $50,000 or more other than amendmentsthe payment, supplements discharge or other modifications satisfaction in the ordinary course of business of Liabilities set forth or reserved for on the Financial Statements or incurred in the ordinary course of business; (xo) accelerated capital expenditure by Seller, the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment execution of any accounts payable, written-down Lease by Seller or written-off the incurring of any inventory obligation by Seller to make any capital expenditure or revalued execute any of its assets (including writing down (or up) of the value of inventory or equipment)Lease, in each case except case, in excess, individually or in the ordinary course aggregate, of business$50,000 or more; (p) failure to pay or satisfy when due any Liability of Seller, except where the failure would not have a Material Adverse Effect; (q) disposition or lapsing of any material Intellectual Property or any disposition or disclosure to any person of any Intellectual Property not theretofore a matter of public knowledge; (r) existence of any other event or condition which in any one case or in the aggregate has or would reasonably be expected to have a Material Adverse Effect; or (xis) agreed agreement, whether oral or committed to agree written, by Seller to do any act of the things described in the preceding clauses (ia) through (xr) aboveother than as expressly provided for herein.

Absence of Certain Changes or Events. (a) Since the date Except as set forth on Section 3.6(a) of the Balance SheetSeller Disclosure Letter, since December 31, 2001, there has not occurred been any change, event, development, effect or occurrence that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company or its SubsidiariesEffect. (b) Since Except as set forth in Section 3.6(b) of the Seller Disclosure Letter, since December 31, 2001 to the date of this Agreement, Seller has conducted the Balance Sheet, the business of the Company and its Subsidiaries has been conducted Business in the ordinary course consistent with past practice, and in substantially neither Seller nor Seller Sub has, with respect to the same manner as previously conducted. (c) Since the date Business or any of the Balance Sheet, neither the Company nor any of its Subsidiaries hasConveyed Assets: (i) amended its organizational documentssubjected any of the Conveyed Assets to any material Liens, other than Permitted Liens; (ii) declaredsold, set aside transferred, leased, subleased, licensed or paid otherwise disposed of, to any dividend third party, any material Conveyed Assets (other than Intellectual Property) or made any other distribution to material properties or material assets (other than Intellectual Property) necessary for the holders conduct of the equity interests Business, except for sales of inventory and the disposition of obsolete equipment in the Companyordinary course of business consistent with past practice; (iii) loanedsold, advanced, invested licensed or made a capital contribution sublicensed or otherwise transferred any rights to any third party under (i) any Conveyed Intellectual Property or (ii) any Intellectual Property that is the subject of any amount to the Intellectual Property Transfer Agreements or in any Personthe Intellectual Property License Agreement, other than advances in the ordinary course case of businessIntellectual Property subject to the Intellectual Property License Agreement, transfers that would be permitted by the Intellectual Property License Agreement; (iv) soldentered into any Assumed Contract or accelerated, assignedcancelled, pledged, disposed of modified or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on terminated any assetsAssumed Contract, in each case, other than assets that are obsolete or no longer useful which is material to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each caseBusiness, other than in the ordinary course of businessbusiness consistent with past practice; (v) assigned any duties and/or responsibilities to any Other Employee, which employee, but for such assignment, would have been classified as an Employee; (vi) acquired by merging increased benefits payable to Employees under existing severance, change of control or consolidating withtermination pay policies or employment agreements, or by purchasing a substantial portion of the assets ofincreased compensation, bonus or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assetsbenefits payable to Employees, other than assets acquired in accordance with normal, recurring compensation increases and as required under any Seller Benefit Plans; (vii) surrendered, revoked or otherwise terminated any Required Permit, except in connection with any renewal or reissuance of any such Required Permit; (viii) incurred Assumed Liabilities, other than in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection consistent with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiariespast practice; (ix) entered into waived, released or assigned any lease of real propertymaterial rights, which rights, but for such waiver, release or assignment, would have been classified as Conveyed Assets, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of businessbusiness consistent with past practice; (x) accelerated experienced any material damage, destruction or casualty loss (whether or not covered by insurance) with respect to any material Conveyed Asset other than as a result of ordinary wear and tear; (xi) delayed or postponed the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in Assumed Liability outside the ordinary course of businessbusiness consistent with past practice; or (xixii) agreed agreed, whether in writing or committed to agree otherwise, to do any act described in clauses (i) through (x) aboveof the foregoing, except as expressly contemplated by this Agreement.

Absence of Certain Changes or Events. Except as set forth in Schedule 4.14, since March 31, 2003 there has not been any: (a) Since failure to operate the date of business in the Balance Sheet, there has not occurred any Material Adverse Effect ordinary course consistent with respect to the Company or its Subsidiaries.past practice; (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries has: (i) amended its organizational documents; (ii) declared, set aside or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired except in the ordinary course of business consistent with past practice, material sale, assignment, license, transfer or capital assets permitted to be acquired pursuant to clause (vii) belowencumbrance of any of the Purchased Assets, tangible or intangible, singly or in the aggregate; (viic) incurred any capital expenditure excluding for purposes hereofnew contracts relating to the business of Solutions or the Purchased Assets, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigationor extensions, other than (A) litigation in connection with the collection of accounts receivable modifications, terminations or (B) litigation as a result of suitsrenewals thereof, actions except where entered into, modified or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property terminated in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of businessbusiness consistent with past practice; (xd) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of businessbusiness consistent with past practice, disposition or lapsing of any of any proprietary rights in the Intellectual Property constituting Purchased Assets, in whole or in part; (e) to Seller's knowledge, disclosure by Seller or any employee of Seller of any trade secret (including, without limitation, process and know-how) relating exclusively to the business of Solutions to any Person not an employee or not otherwise subject to a non-disclosure agreement or fiduciary obligation of confidentiality; (f) material change in accounting methods or practices by Seller relating to the business of Solutions or the Purchased Assets; (g) material revaluation by Seller of any of the Purchased Assets or any portion thereof, including writing off or establishing reserves with respect to inventory, notes or accounts receivable; (h) physical damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the Purchased Assets or the business of Solutions; (i) capital expenditure or execution of any lease or any incurring of liability therefor by Seller relating to the business of Solutions or the Purchased Assets, involving payments or obligations in excess of $100,000 in the aggregate; (j) failure to pay when due any obligation of Seller relating to the business of Solutions or the Purchased Assets, other than obligations that are not material to the business of Solutions or the Purchased Assets; (k) cancellation of any indebtedness or waiver of any rights of substantial value relating to the Purchased Assets or the business of Solutions by Seller, except (i) in the ordinary course of business consistent with past practice (ii) indebtedness or rights that are not material to the business of Solutions or the Purchased Assets; (l) indebtedness incurred by Seller for borrowed money, or any commitment to borrow money entered into by Seller, in connection with the business of Solutions or relating to the Purchased Assets, except for indebtedness that is not material to the business of Solutions or the Purchased Assets; (m) payment, discharge or satisfaction of any liabilities of Seller relating to the business of Solutions or the Purchased Assets other than the payment, discharge or satisfaction of liabilities as they come due or otherwise in the ordinary course of business consistent with past practice of liabilities; or (xin) agreed agreement by Seller directly or committed to agree indirectly to do any act described in clauses (i) through (x) aboveof the foregoing.

Absence of Certain Changes or Events. Except as set forth in section 4.12 of the Disclosure Schedule or permitted by this Agreement, since December 31, 2004, neither Seller has with respect to any of the Acquired Businesses or the Acquired Assets: (a) Since the date of the Balance Sheetsuffered any material damage, there has not occurred any Material Adverse Effect with respect destruction, or casualty loss to the Company or its Subsidiaries.physical properties; (b) Since the date suffered any material adverse change in its business or financial condition or in its relationship with any of the Balance Sheetits material suppliers, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted.customers, distributors, lessors, licensors, licensees, or other third parties; (c) Since incurred or discharged any obligation or liability except in the date Ordinary Course of Business and except for obligations, liabilities, and transactions that do not individually or in the Balance Sheetaggregate have a Material Adverse Effect; (d) other than with respect to agreements for which neither Purchasers nor TESSCO will have any liability after the Closing Date, neither increased the Company nor rate or terms of compensation or benefits payable to or to become payable by it to its directors, officers, or key employees or increased the rate or terms of any bonus, pension, or other employee benefit plan covering any of its Subsidiaries has: directors, officers, or key employees except in each case increases occurring in the Ordinary Course of Business in accordance with its customary practice (iincluding normal periodic performance reviews and related compensation and benefits increases) amended its organizational documentsor as required by any pre-existing Commitment; (iie) declared, set aside incurred any indebtedness for borrowed money or paid any dividend or made any other distribution to the holders deferred purchase price of the equity interests in the Companyproperty; (iiif) loaned, advanced, invested forgiven or made a capital contribution canceled any indebtedness for borrowed money owing to it or waived any claims or rights of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment)value, in each case except in the ordinary course Ordinary Course of businessBusiness; (g) sold, leased, licensed, or otherwise disposed of any of its material assets other than sales of Inventory and sales of obsolete assets in the Ordinary Course of Business; (h) amended or terminated any material Commitment to which it is a party other than in the Ordinary Course of Business; or (xii) agreed or committed pursuant to agree a legally binding agreement to do any act described of the things set forth in clauses (ic) through (xh) above.

Absence of Certain Changes or Events. (a) Since Except as ------------------------------------ disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement (but excluding (i) items disclosed under the Balance Sheetheading "Factors That May Affect Our Business, there has not occurred any Material Adverse Effect Our Results of Operations and Our Stock Price" in the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (the "Company Annual Report"), as filed with respect the SEC and similar disclosures elsewhere in the Company SEC Documents of the Company filed prior to the date hereof and (ii) items disclosed under the heading "Risk Factors" in the Annual Report on Form 10-K filed by Ether Sub for the year ended December 31, 2000 (the "Ether Sub Annual Report") and similar disclosures elsewhere in the Company or its Subsidiaries. (b) Since SEC Documents of Ether Sub filed prior to the date of the Balance Sheethereof (collectively, the business of "Risk Factor Disclosures")) or as set forth in the Company Letter, since December 31, 2000, (A) the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. have not incurred any material liability or obligation (c) Since the date of the Balance Sheetindirect, neither the Company nor any of its Subsidiaries has: (i) amended its organizational documents; (ii) declared, set aside direct or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferredcontingent), or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled entered into any material Indebtednessoral or written agreement or other transaction, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired that is not in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereofthat would result in a Material Adverse Effect on the Company, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suitsthe Company and its Subsidiaries have not sustained any loss or interference with their business or properties from fire, actions flood, windstorm, accident or other proceedings commenced against 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 and no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock, (D) there has not been (v) any adoption of a new Company Plan (as hereinafter defined), (w) any amendment to a Company Plan materially increasing benefits thereunder, (x) any granting by the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (Subsidiaries to any executive officer or up) other key employee of the value Company or any of inventory or equipment)its Subsidiaries of any increase in compensation, in each case except in the ordinary course of business; or business consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents, (xiy) agreed any granting by the Company or committed any of its Subsidiaries to agree to do any act such executive officer or other key employee of any increase in severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Company SEC Documents or (z) any entry by the Company or any of its Subsidiaries into any employment, severance or termination agreement with any such executive officer or other key employee, (E) there has not been any material change in the amount or terms of the indebtedness of the Company and its Subsidiaries from that described in clauses the Company Annual Report (iexcluding the Risk Factor Disclosures) through or the Ether Sub Annual Report (xexcluding the Risk Factor Disclosures) aboveand (F) there has been no event causing a Material Adverse Effect on the Company, nor any development that would, individually or in the aggregate, result in a Material Adverse Effect on the Company.

Absence of Certain Changes or Events. Except as otherwise set forth on the Sellers Disclosure Schedule or reflected on the Interim Balance Sheet, since the Interim Balance Sheet Date: (a) Since the date of the Balance Sheet, there has not occurred been any Material Adverse Effect with respect to material adverse change in the Company condition (financial or its Subsidiaries.otherwise), operations, prospects or results of operations of the Acquired Companies taken as a whole; (b) Since the date none of the Balance Sheet, the business of the Company and Acquired Companies has amended or changed its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted.Charter Documents; (c) Since the date none of the Balance Sheet, neither the Company nor any of its Subsidiaries has: (i) amended its organizational documents; (ii) Acquired Companies has declared, set aside or paid any dividend or made other distribution (whether in cash, stock or property) with respect to any Equity Security or any other distribution to the holders of the equity interests in the Companysecurity; (d) other than the Reorganization, none of the Acquired Companies has split, combined or reclassified any Equity Security or other security, or issued, or authorized for issuance, any Equity Security or other security; (e) none of the Acquired Companies has altered any term of any outstanding Equity Security or other security; (f) Except for the Key Officers, none of the Acquired Companies has (i) increased or modified the compensation or benefits payable or to become payable by the Acquired Companies to any of its current or former directors, employees, contractors or consultants, (ii) increased or modified any Benefit Plan, payment or arrangement made to, for or with any current or former directors, employees, contractors or consultants of the Acquired Companies, or (iii) loanedentered into any employment, advanced, invested severance or made a capital contribution of any amount to or in any Person, termination agreement; (g) other than advances the sale of inventory in the ordinary course of business, none of the Acquired Companies has sold, leased, transferred or assigned any property or assets of the Acquired Companies; (ivh) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business none of the Company Acquired Companies has incurred, assumed or its Subsidiaries in the ordinary course of businessguaranteed any Indebtedness; (vi) incurred none of the Acquired Companies has created or assumed any Indebtedness Lien on any asset, except for Liens arising under lease financing arrangements existing as of the Balance Sheet Date, Liens for Taxes not yet due and payable with respect to which the Acquired Companies maintain adequate reserves and Permitted Liens; (j) none of the Acquired Companies has made any loan, advance or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtednesscapital contribution to, or cancelled investment in, any material Indebtedness, in each case, Person; (k) none of the Acquired Companies has entered into any Material Contract other than in the ordinary course of business; (vil) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, (i) no Material Contract has been modified, (ii) no rights under any Material Contract have been waived or amendedaccelerated and (iii) no Material Contract that would be required to be listed as a Material Contract pursuant to Section 3.17 hereof if such Contract were in effect on the date hereof has been terminated or cancelled; (m) none of the Acquired Companies has sold, supplementedtransferred, otherwise modified pledged or terminated assigned, and there has been no material reduction in the value of, any lease governing Leased Real Acquired Company Intellectual Property; (n) there has not been any labor dispute, other than amendmentsindividual grievances, supplements or other modifications in any activity or proceeding by a labor union or representative thereof to organize any employees of the ordinary course of businessAcquired Companies; (xo) accelerated the time of collection there has not been any violation of or granted conflict with any offsetLaw to which the business, counterclaim operations, assets or discount against any accounts receivable, extended the time of payment properties of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value Acquired Companies are subject; (p) none of inventory Sellers or equipment)the Acquired Companies has agreed or entered into any arrangement to take any action which, if taken prior to the date hereof, would have made any representation or warranty set forth in each case except this Article III untrue or incorrect; (q) there has not been any material damage, destruction or loss with respect to the property and assets of the Acquired Companies, whether or not covered by insurance; (r) none of Sellers or the Acquired Companies has made any change in accounting policies or practices; (s) none of Sellers or the ordinary course Acquired Companies has made any Tax election, changed its method of businessTax accounting or settled any claim for Taxes; or (xit) agreed none of Sellers or committed to agree the Acquired Companies has agreed, whether in writing or otherwise, to do any act described in clauses (i) through (x) aboveof the foregoing.

Absence of Certain Changes or Events. (a) Since the date of the Balance SheetDecember 31, 2010, there has not occurred been any Material Adverse Effect with respect to material adverse change in the Company business, financial condition, operations, results of operations, or future prospects of SeaBridge or its Subsidiaries.. Without limiting the generality of the foregoing, since that date: (a) each of SeaBridge and SeaBridge Sub has not sold, leased, transferred, or assigned any material assets, tangible or intangible, outside the Ordinary Course of Business; (b) Since each of SeaBridge and SeaBridge Sub has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases and licenses) outside the date Ordinary Course of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted.Business; (c) Since the date no party (including SeaBridge or SeaBridge Sub) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of the Balance Sheetrelated agreements, neither the Company nor contracts, leases, and licenses) involving more than $10,000 to which SeaBridge or SeaBridge Sub is a party or by which any of them is bound; (d) each of SeaBridge and SeaBridge Sub has not imposed any Security Interest upon any of its Subsidiaries has:respective assets, tangible or intangible; (e) each of SeaBridge and SeaBridge Sub has not made any capital expenditures (or series of related capital expenditures) in excess of $10,000; (f) except as set forth in Section 4.08(f) of the SeaBridge Disclosure Schedule, each of SeaBridge and SeaBridge Sub has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person; (g) each of SeaBridge and SeaBridge Sub has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money and capitalized lease obligations either involving more than $5,000 singly or $10,000 in the aggregate; (h) each of SeaBridge and SeaBridge Sub has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (i) amended its organizational documentsthere has been no change made or authorized in the charter or bylaws of SeaBridge or SeaBridge Sub; (iij) (j) each of SeaBridge and SeaBridge Sub has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its respective capital stock, other than transactions identified in Section 4.08(j) of the SeaBridge Disclosure Schedule; (k) except as set forth in Section 4.08(k) of the SeaBridge Disclosure Schedule, each of (l) SeaBridge and SeaBridge Sub has not declared, set aside aside, or paid any dividend or made any other distribution with respect to the holders its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of the equity interests in the Companyits capital stock; (iiim) loanedeach of SeaBridge and SeaBridge Sub has not experienced any damage, advanceddestruction, invested or made a capital contribution of any amount loss (whether or not covered by insurance) to or in any Personits respective assets, other than advances in the ordinary course of businessproperties and Facilities; (ivn) soldexcept as set forth in Section 4.08(m) of the SeaBridge Disclosure Schedule, assigned, pledged, disposed each of or otherwise transferredSeaBridge and SeaBridge Sub has not made any loan to, or suffered entered into any other transaction with, any of its respective directors, officers, and employees; (o) each of SeaBridge and SeaBridge Sub has not entered into any employment contract or permitted an Encumbrance collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement; (p) each of SeaBridge and SeaBridge Sub has not granted any increase in the base compensation of any of its respective directors or officers or any of its other than a Permitted Encumbranceemployees outside the Ordinary Course of Business; (q) each of SeaBridge and SeaBridge Sub has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its respective directors, officers, and employees (or taken any such action with respect to exist on any assetsother Employee Benefit Plan); (r) each of SeaBridge and SeaBridge Sub has not made any other change in employment terms for any of its respective directors, officers, and employees; (s) except as set forth in each case, other than assets that are obsolete or no longer useful to the business Section 4.08(r) of the Company SeaBridge Disclosure Schedule, each of SeaBridge and SeaBridge Sub has not delayed or its Subsidiaries in postponed the ordinary course payment of businessaccounts payable and other liabilities outside the Ordinary Course of Business; (t) each of SeaBridge and SeaBridge Sub has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000 or outside the Ordinary Course of Business; (u) each of SeaBridge and SeaBridge Sub has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (v) incurred or assumed there has not been any Indebtedness or guarantee of any such Indebtednessother occurrence, repaid any Indebtedness or guarantee of any Indebtednessevent, incident, action, failure to act, or cancelled any material Indebtedness, in each case, other than in transaction outside the ordinary course Ordinary Course of business;Business involving SeaBridge or SeaBridge Sub; and (viw) acquired by merging or consolidating with, or by purchasing a substantial portion each of SeaBridge and SeaBridge Sub has not committed to any of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree to do any act described in clauses (i) through (x) aboveforegoing.

Absence of Certain Changes or Events. (a) Since Except as expressly ------------------------------------ permitted by this Agreement or as set forth in Schedule 4.6 hereto or in the date of the Balance SheetSEC Reports, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheetsince January 1, 2000, the business of the Company and its the Subsidiaries has been conducted in the ordinary course consistent with past practice and there has not been: (a) any Material Adverse Effect; provided, that any adverse effect (i) that is caused by conditions affecting the economy or security markets generally, (ii) that is caused by conditions affecting any of the primary industries in substantially which the same manner as previously conducted.Company currently competes or (iii) resulting from or arising in connection with this Agreement or the transactions contemplated hereby or the announcement hereof shall not be taken into account in determining whether there has been a Material Adverse Effect; (b) any damage, destruction or loss (whether or not covered by insurance) with respect to any of the assets of the Company or any of the Subsidiaries having a Material Adverse Effect; (c) Since any redemption or other acquisition of Shares by the date Company or any of the Balance SheetSubsidiaries or any declaration or payment of any dividend or other distribution in cash, neither stock or property with respect to Shares; except for purchases heretofore made pursuant to the Company nor any terms of its Subsidiaries has: (i) amended its organizational documentsthe Company's employee benefit plans; (iid) declaredany change by the Company in accounting methods, set aside principles or paid any dividend or made any other distribution to the holders of the equity interests practices used in preparing the Company's consolidated financial statements, other than any such change as may have been required by generally accepted accounting principles and which has been disclosed in writing to Parent; (iiie) loaned, advanced, invested or made a capital contribution any material revaluation by the Company of any amount to or in asset (including, without limitation, any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business writing down of the Company value of inventory or its Subsidiaries in the ordinary course writing off of business; (v) incurred notes or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each caseaccounts receivable), other than in the ordinary course of businessbusiness consistent with past practice; (vif) acquired any entry by merging the Company or consolidating with, any Subsidiary into any commitment or by purchasing transaction material to the Company and the Subsidiaries taken as a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assetswhole, other than assets acquired commitments or transactions entered into in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) belowconsistent with past practice; (viig) incurred any capital expenditure excluding for purposes hereofmaterial increase in or establishment of any bonus, capital expenditures set forth on Schedule 4.6(c)(viiinsurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards) stock purchase or other employee benefit plan, or any material other increase in the compensation payable or to become payable to any directors, officers or key employees of the Disclosure SchedulesCompany or any Subsidiary, except in the ordinary course of business consistent with past practice; (viiih) commenced any litigationentry by the Company or any Subsidiary into any employment, consulting, severance, termination or indemnification agreement (i) with any employee of a Subsidiary that provides for annual payments of more than $100,000 and a term of one year or more or (ii) with any director or officer of the Company; (i) (i) any settlement or compromise by the Company or any Subsidiary of any claim, litigation or other legal proceeding, other than in the ordinary course of business consistent with past practice in an amount not involving more than $2 million or (ii) any payment, discharge or satisfaction by the Company or any Subsidiary of any other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of businessbusiness and consistent with past practice or (B) with respect to any other such claims, liabilities or obligations reflected or reserved against in, or amendedcontemplated by, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down consolidated financial statements (or upthe notes thereto) of the value of inventory or equipment), in each case except in the ordinary course of businessCompany; or (xij) agreed any agreement, in writing or committed otherwise, by the Company or any Subsidiary to agree to do take any act of the actions described in clauses (i) through (x) abovethis Section 4.6, except as expressly contemplated by this Agreement.

Absence of Certain Changes or Events. (a) Since Except as disclosed in the SEC Reports, from the date of the Balance Sheetmost recent financial statements contained in the SEC Reports to the date of this Agreement, Acquisition Corp. has conducted its business only in the ordinary course, and during such period there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries hasbeen: (ia) amended its organizational documents; (ii) declared, set aside or paid any dividend or made any other distribution to the holders of the equity interests change in the Company; (iii) loanedassets, advancedliabilities, invested financial condition or made a capital contribution operating results of any amount to or in any Person, other than advances Acquisition Corp. from that reflected in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries financial statements contained in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such IndebtednessSEC Reports, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired except changes in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) belowthat have not caused, in the aggregate, an Acquisition Corp. Material Adverse Effect; (viib) incurred any capital expenditure excluding for purposes hereofdamage, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedulesdestruction or loss, whether or not covered by insurance, that would have an Acquisition Corp. Material Adverse Effect; (viiic) commenced any litigation, other than (A) litigation in connection with the collection waiver or compromise by Acquisition Corp. of accounts receivable a valuable right or (B) litigation as of a result of suits, actions or other proceedings commenced against the Company or its Subsidiariesmaterial debt owed to it; (ixd) entered into any lease satisfaction or discharge of real propertyany lien, other than renewals in respect of existing Leased Real Property in the ordinary course of businessclaim, or amended, supplemented, otherwise modified encumbrance or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payableobligation by Acquisition Corp., written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business and the satisfaction or discharge of which would not have an Acquisition Corp. Material Adverse Effect; (e) any material change to a material Contract by which Acquisition Corp. or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of Acquisition Corp.; (h) any mortgage, pledge, transfer of a security interest in or lien created by Acquisition Corp. with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair Acquisition Corp.’s ownership or use of such property or assets; (i) any loans or guarantees made by Acquisition Corp. to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of Acquisition Corp.’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by Acquisition Corp., except as provided in Section 6.8 hereof; (k) any alteration of Acquisition Corp.’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Acquisition Corp. stock option plans; or (xim) agreed any arrangement or committed to agree commitment by Acquisition Corp. to do any act of the things described in clauses (i) through (x) abovethis Section 4.22.

Absence of Certain Changes or Events. Since the Base Balance Sheet Date, SDK and Precision and their respective Subsidiaries have carried on their business in the ordinary course substantially in accordance with the procedures and practices in effect on the Base Balance Sheet Date. (a) Since Except as set forth under Section 3.14 of the Precision Disclosure Schedule, since the Base Balance Sheet Date there has not been with respect to SDK, Precision or any Subsidiary of SDK or Precision: (i) any change, event, circumstance or effect, which by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has had or would reasonably be expected to have a Material Adverse Effect on SDK or Precision or their respective Subsidiaries' ability to conduct the Business as presently conducted, or that is reasonably likely to impede the performance by SDK or Precision of their obligations under this Agreement or any of the Precision Ancillary Agreements; (ii) any mortgage, Encumbrance or lien placed on any of the properties of SDK or Precision or any Subsidiary of SDK or Precision except Permitted Encumbrances; (iii) any liability incurred by SDK or Precision or any Subsidiary of SDK or Precision other than in the ordinary course of business or which obligations or liabilities do not exceed in the aggregate $50,000 through the date of this Agreement; (iv) any purchase, license, sale or other disposition, or any agreement or other arrangement for the Balance Sheetpurchase, there has license, sale or other disposition, of any assets other than in the ordinary course of business and consistent with past practice or which do not occurred exceed an aggregate of $50,000 through the date of this Agreement; (v) any Material Adverse Effect material damage, destruction or loss of any material property or asset, whether or not covered by insurance; (vi) any labor dispute or claim of unfair labor practices; (vii) any increase in the compensation payable or to become payable to any of SDK or Precision's or any of their respective Subsidiaries' officers (other than for the Shareholders in a manner consistent with the terms of this Agreement), employees or agents earning compensation at an anticipated annual rate in excess of $50,000, or any bonus payment or arrangement made to or with any of such officers, employees, consultants or agents; or any increase in the compensation payable or to become payable to any of SDK's or Precision's or any of their respective Subsidiaries' other officers, employees, consultants or agents (other than normal annual raises for non-officers in the ordinary course of business consistent with past practice) or any bonus payment or arrangement made to or with any of such officers, employees or agents other than normal bonuses or compensation increases granted prior to the date of this Agreement as disclosed under Section 3.14 of the Precision Disclosure Schedule; (viii) any material change with respect to the Company executive officers of SDK or Precision or any Subsidiary of SDK or Precision; or (ix) any loss of one or more material customers of Precision or any Subsidiary of Precision, which, individually or in the aggregate, account for more than five percent (5%) of the consolidated revenues of Precision and its SubsidiariesSubsidiaries as of the Base Balance Sheet Date excluding, however, any customer that ceases to do business with Precision as a direct or indirect result of the execution of this Agreement. (b) Since the date Except as set forth under Section 3.14 of the Precision Disclosure Schedule, since the Base Balance SheetSheet Date neither SDK nor Precision, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its their respective Subsidiaries has: (i) amended its their certificates of incorporation, bylaws or any other organizational documentsdocument; (ii) made any material payment or discharged any material Encumbrance or Liability; (iii) incurred any material obligation or liability to any of their employees, officers, directors, stockholders or Affiliates, or any loans or advances made to any of its employees, officers, directors, stockholders or Affiliates, except normal compensation and reasonable travel related expense allowances payable to employees, officers or directors; (iv) except as expressly permitted by this Agreement, declared, set aside or paid any dividend on, or made any other distribution to the holders of the equity interests in the Company; (iii) loanedrespect of, advancedtheir capital stock, invested or made a capital contribution any changes in any rights, preferences, privileges or restrictions of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of businesstheir outstanding capital stock; (v) incurred effected or assumed been a party to any Indebtedness transaction relating to a merger, consolidation, sale of all or guarantee substantially all of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtednesstheir assets, or cancelled similar transaction; or accepted or otherwise entered into any Acquisition Proposal (as defined in Section 5.3); (vi) executed, amended, relinquished, terminated or failed to renew any material IndebtednessContract, in each caseincluding, without limitation, any lease, transaction or legally binding commitment other than in the ordinary course of businesstheir business (nor has there been any written or oral indication or assertion by the other party thereto of its desire to so amend, relinquish, terminate or not renew any such Contract, lease transaction or legally binding commitment); (vivii) acquired by merging or consolidating with, or by purchasing a substantial portion deferred the payment of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in accounts payable outside the ordinary course of business or capital assets permitted provided any discount, accommodation or other concession made outside the ordinary course of business in order to be acquired pursuant to clause (vii) below; (vii) incurred accelerate or induce the collection of any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedulesreceivable; (viii) commenced incurred indebtedness for borrowed money, entered into any litigation, capital lease or guaranteed any such indebtedness other than (A) litigation in connection with the collection ordinary course of accounts receivable or (B) litigation as a result their business, and not in excess of suits, actions or other proceedings commenced against $50,000 in the Company or its Subsidiaries;aggregate; or (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in material transaction or taken any other material action outside the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, their business (other than amendments, supplements or other modifications as disclosed in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) Section 3.14 of the value of inventory or equipmentPrecision Disclosure Schedule), in each case except in the ordinary course of business; or (xi) agreed or committed to agree to do any act described in clauses (i) through (x) above.

Absence of Certain Changes or Events. (a) Since the date of the Balance SheetSheet Date, except as set forth on SCHEDULE 4.4, there has not occurred any been any: (a) actual or threatened Material Adverse Effect with respect to Change in the Company financial condition, working capital, Purchased Assets, Assumed Liabilities, reserves, revenues, income, or its Subsidiaries.earnings of the Business; (b) Since change in Tax or accounting methods, principles or practices by Seller affecting the date Purchased Assets, Assumed Liabilities or the Business; (c) material revaluation by Seller of any of the Balance SheetPurchased Assets, including without limitation writing down the business value of inventory or writing off notes or accounts receivable; (d) damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the Company and its Subsidiaries has been conducted Purchased Assets taken as a whole or the Business; (e) cancellation of any indebtedness or waiver or release of any right or claim of Seller relating to the Purchased Assets or Business which had or will have a Material Adverse Effect on the Purchased Assets or the Business; (f) other than in the ordinary course and of Business, increase in substantially the same manner as previously conducted.rate of compensation payable or to become payable to any officer or other employee of Seller involved in the Business or any consultant, Representative or agent of Seller involved in the Business, including without limitation the making of any loan to, or the payment, grant or accrual of any bonus, incentive compensation, service award or other similar benefit to, any such person, or the addition to, modification of, or contribution to any Employee Plan, arrangement, or practice described in the Disclosure Schedule; (cg) Since adverse change in employee relations which has or is reasonably likely to have a Material Adverse Effect on the date Business or the Purchased Assets or the relationships between the employees of Seller and the Balance Sheetmanagement of Seller involved in the Business; (h) amendment, neither cancellation or termination of any material Contract, Lease, or Permit relating to the Company nor Purchased Assets or the Business or entry into any Contract, Lease, or Permit which is not in the ordinary course of its Subsidiaries has:business, including without limitation any employment or consulting agreements; (i) amended its organizational documents; (ii) declaredmortgage, set aside pledge or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution Encumbrance of any amount to or in any PersonPurchased Assets, other than advances except purchase money liens arising in the ordinary course of business; (ivj) soldsale, assigned, pledged, disposed assignment or transfer of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each casePurchased Assets, other than in the ordinary course of business; (vik) acquired incurrence by merging or consolidating withSeller of Liabilities relating to the Business, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired except Liabilities incurred in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) belowthe Business; (viil) incurred increase or change in any capital expenditure excluding assumptions underlying, or methods of calculating, any doubtful account contingency or other reserves for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure SchedulesBusiness; (viiim) commenced payment, discharge or satisfaction of any litigation, Liabilities of Seller relating to the Business other than (A) litigation in connection with the collection of accounts receivable payment, discharge or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property satisfaction in the ordinary course of business, the Business of Liabilities set forth or amended, supplemented, otherwise modified reserved for on the Financial Statements or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications incurred in the ordinary course of business; (xn) accelerated capital expenditure by Seller for the time Business in excess of collection of $10,000, or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment incurring of any accounts payableobligation by Seller to make any such capital expenditure; (o) failure to pay or satisfy when due any Liability of Seller relating to the Business, written-down except where the failure would not have a Material Adverse Effect on the Purchased Assets or written-off the Business; (p) disposition or lapsing of any inventory material Proprietary Rights or revalued any disposition or disclosure to any person of its assets any material Proprietary Rights not theretofore a matter of public knowledge; (including writing down q) existence of any other event or condition which in any one case or in the aggregate has or might reasonably be expected to have a Material Adverse Effect on the Business or the Purchased Assets; (or upr) of the value of inventory or equipmentother than as set forth in SCHEDULE 4.4(r), in each case except payment not in the ordinary course of businessBusiness from Seller to or on behalf of Seller or any officer, director, stockholder or employee of Seller, pursuant to any agreement or otherwise between Seller or any such person or otherwise; (s) any agreement, condition, action or omission which would be proscribed by (or require consent under) Section 6.5 had it existed, occurred or arisen after the date of this Agreement; or (xit) agreed or committed to agree agreement by Seller to do any act of the things described in the preceding clauses (ia) through (xs) aboveother than as expressly provided for herein.

Absence of Certain Changes or Events. (a) Since Except as expressly permitted by this Agreement or as set forth in Schedule 4.6 hereto or in the date of the Balance SheetSEC Reports, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheetsince January 1, 2000, the business of the Company and its the Subsidiaries has been conducted in the ordinary course consistent with past practice and there has not been: (a) any Material Adverse Effect; provided, that any adverse effect (i) that is caused by conditions affecting the economy or security markets generally, (ii) that is caused by conditions affecting any of the primary industries in substantially which the same manner as previously conducted.Company currently competes or (iii) resulting from or arising in connection with this Agreement or the transactions contemplated hereby or the announcement hereof shall not be taken into account in determining whether there has been a Material Adverse Effect; (b) any damage, destruction or loss (whether or not covered by insurance) with respect to any of the assets of the Company or any of the Subsidiaries having a Material Adverse Effect; (c) Since any redemption or other acquisition of Shares by the date Company or any of the Balance SheetSubsidiaries or any declaration or payment of any dividend or other distribution in cash, neither stock or property with respect to Shares; except for purchases heretofore made pursuant to the Company nor any terms of its Subsidiaries has: (i) amended its organizational documentsthe Company's employee benefit plans; (iid) declaredany change by the Company in accounting methods, set aside principles or paid any dividend or made any other distribution to the holders of the equity interests practices used in preparing the Company's consolidated financial statements, other than any such change as may have been required by generally accepted accounting principles and which has been disclosed in writing to Parent; (iiie) loaned, advanced, invested or made a capital contribution any material revaluation by the Company of any amount to or in asset (including, without limitation, any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business writing down of the Company value of inventory or its Subsidiaries in the ordinary course writing off of business; (v) incurred notes or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each caseaccounts receivable), other than in the ordinary course of businessbusiness consistent with past practice; (vif) acquired any entry by merging the Company or consolidating with, any Subsidiary into any commitment or by purchasing transaction material to the Company and the Subsidiaries taken as a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assetswhole, other than assets acquired commitments or transactions entered into in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) belowconsistent with past practice; (viig) incurred any capital expenditure excluding for purposes hereofmaterial increase in or establishment of any bonus, capital expenditures set forth on Schedule 4.6(c)(viiinsurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards) stock purchase or other employee benefit plan, or any material other increase in the compensation payable or to become payable to any directors, officers or key employees of the Disclosure SchedulesCompany or any Subsidiary, except in the ordinary course of business consistent with past practice; (viiih) commenced any litigationentry by the Company or any Subsidiary into any employment, consulting, severance, termination or indemnification agreement (i) with any employee of a Subsidiary that provides for annual payments of more than $100,000 and a term of one year or more or (ii) with any director or officer of the Company; (i) (i) any settlement or compromise by the Company or any Subsidiary of any claim, litigation or other legal proceeding, other than in the ordinary course of business consistent with past practice in an amount not involving more than $2 million or (ii) any payment, discharge or satisfaction by the Company or any Subsidiary of any other claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of businessbusiness and consistent with past practice or (B) with respect to any other such claims, liabilities or obligations reflected or reserved against in, or amendedcontemplated by, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down consolidated financial statements (or upthe notes thereto) of the value of inventory or equipment), in each case except in the ordinary course of businessCompany; or (xij) agreed any agreement, in writing or committed otherwise, by the Company or any Subsidiary to agree to do take any act of the actions described in clauses (i) through (x) abovethis Section 4.6, except as expressly contemplated by this Agreement.

Absence of Certain Changes or Events. Since November 30, ------------------------------------ 2001 there has not been any: (a) Since the date of the Balance Sheet, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries.Effect; (b) Since the date except as set forth in Schedule 3.05(b) of the Balance SheetDisclosure ---------------- Schedules, change in accounting methods, principles or practices by the business Seller or any of its Subsidiaries (other than pursuant to a change in U.S. GAAP or a statement of any appropriate accounting authority) materially affecting the Purchased Assets, liabilities or results of operations of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted.Pet Business; (c) Since waiver by the date of the Balance Sheet, neither the Company nor Seller or any of its Subsidiaries has: (i) amended its organizational documentsof any material right under any Assumed Contract or any Permit; (iid) declaredsale, set aside lease, license or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets disposition of, or by purchasing all subjecting to any Lien or Encumbrance of or substantial equity interests in, any other person or its business or acquired any material assetsIntellectual Property or, other than assets acquired except in the ordinary course of business consistent with past practice, any material sale, lease, license or capital assets permitted other disposition of, or subjecting to be acquired pursuant to clause (vii) belowany Lien or Encumbrance any other Purchased Assets; (viie) incurred acquisition or agreement to acquire any capital expenditure excluding assets for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation use in connection with the collection Pet Business that are material, individually or in the aggregate, to the Pet Business, except purchases of accounts receivable or (B) litigation as a result of suits, actions Inventory or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property assets in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of businessbusiness consistent with past practice; (xf) accelerated (i) waiver by the time of collection of Seller or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets Subsidiaries of any material claims or rights related to the Pet Business and included in the Purchased Assets or (including writing down (ii) waiver of any material benefits of, or up) agreement to modify in any material manner, any confidentiality, standstill or similar agreement to which the Seller or any its Subsidiaries is a party and relating to any of the value Products, the Purchased Assets or the Pet Business; (g) termination (other than by lapse of inventory time) or equipment)failure to renew any material Assumed Contract, in each case except in the ordinary course or termination or failure to renew, or receipt of businessany written threat (that was not subsequently withdrawn) to terminate or fail to renew, any material Permit; or (xih) agreed any damage, destruction or committed to agree to do loss, whether or not covered by insurance, adversely affecting, either in any act described case or in clauses (i) through (x) abovethe aggregate, any Purchased Asset or the Pet Business which had, individually or in the aggregate, a Material Adverse Effect.

Absence of Certain Changes or Events. (a) Since Except for transactions specifically contemplated in this Agreement, since the date of the Company Balance Sheet, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. : (bi) Since the date of the Balance Sheet, the business of the each Group Company and its Subsidiaries has been conducted in all material respects in the ordinary course and consistent with such Group Company’s past practice; (ii) there has not been any Company Material Adverse Effect and no event has occurred or circumstance exists that would reasonably be expected to result in substantially a Company Material Adverse Effect; and (iii) no Group Company has suffered any material loss, damage, destruction or other casualty affecting any of its material properties or assets. Without limiting the same manner foregoing, since the date of the Company Balance Sheet, except as previously conducted.set forth on Section 2.7 of the Disclosure Memorandum, no Group Company has taken, or agreed to take, any action to: (a) amend its Organizational Documents; (b) issue, sell or deliver, or agree to issue, sell or deliver (whether through the issuance or granting of options or other equity or equity based awards, warrants, commitments, subscriptions, rights to purchase or otherwise) or authorize the issuance, sale or delivery of, or redeem or repurchase, any stock of any class or any other securities or any rights, warrants or options to acquire any such stock or other securities, or amend any of the terms of outstanding securities of any Group Company, except pursuant to the Pre-Closing Transfers; (c) Since split, combine or reclassify any shares of its capital stock or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (d) incur any material obligation or liability (current or contingent), except current liabilities incurred and obligations under Contracts entered into in the ordinary course of business and consistent with the Company’s past practice; (e) acquire, sell, lease, license, encumber or dispose of any material assets or property, including, without limitation, any material Company IP, other than purchases, sales and outbound licenses of assets in the ordinary course of business and consistent with the Company’s past practice; (f) pay, discharge, or satisfy any Claim, liability, right or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction in the ordinary course of business and consistent with the Company’s past practice of Claims, liabilities, rights and obligations reflected or reserved against in the Company Balance Sheet or incurred since the date of the Company Balance SheetSheet in the ordinary course of business and consistent with the Company’s past practice or otherwise permitted or contemplated pursuant to this Agreement; (g) forgive, neither cancel or defer any indebtedness or waive any Claim or rights of material value (including any indebtedness owing by any Stockholder, officer, director, employee of Affiliate of the Company); (h) prepay any obligation having a fixed maturity of more than ninety (90) days from the date such obligation was issued or incurred other than payment and discharge of any loans received by the Company nor any of its Subsidiaries has:pursuant to the Paycheck Protection Program under the CARES Act; (i) amended its organizational documentsenter into, amend, terminate, extend or renew any compensation or employment arrangement, or agreement with any Group Company’s employees or independent contractors, including but not limited to entering into an arrangement to increase or defer compensation or benefits, pay or increase any bonus, severance or other termination payment, other than compensation and benefits adjustments in the ordinary course of business and consistent with the Company’s past practice; (iij) declaredenter into, set aside amend, terminate, extend or paid renew any dividend or made any other distribution to the holders of the equity interests in the CompanyEmployee Benefit Plan; (k) except as required by GAAP or Applicable Law, change its accounting methods or practices or internal accounting control, inventory, investment, credit, or allowance (including procedures or practices with respect to the payment of accounts payable, the collection of accounts receivable, the purchase or sale of inventory, the prepayment of royalties and the calculation of reserves); (l) except as expressly contemplated by the Restructuring Documents, (i) make or change any election in respect of Taxes or adopt or change any accounting method in respect of Taxes (in each case, excluding elections made or methods adopted solely by reason of the Tax treatment of an item on a Tax Return), (ii) file any amended Tax Return, (iii) loanedenter into any closing agreement, advancedor settle or compromise any Tax Claim, invested (iv) consent to the extension or made a capital contribution waiver of the limitation period applicable to any amount to claim or assessment in respect of Taxes with any Person, Governmental Body (other than advances any automatic extension of the due date of a Tax Return), (v) surrender any right to claim a refund of Taxes or (vi) incur any liability for Taxes except in the ordinary course of business consistent with past practices; (m) mortgage or pledge any property or assets or subject any such assets to any Encumbrance other than Permitted Encumbrances; (n) amend, terminate, fail to renew (if such Contract is renewable by its terms), take or omit to take any action that would constitute a material violation of or default under, or waive any material rights under, any Material Contract, except for amendments, terminations or other actions in the ordinary course of business; (ivo) sold, assigned, pledged, disposed make or commit to make any single capital expenditure in excess of $25,000 or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assetscapital expenditures that are, in each casethe aggregate, other than assets that are obsolete or no longer useful to the business in excess of the Company or its Subsidiaries in the ordinary course of business$50,000; (vp) incurred dispose of or assumed fail to take any Indebtedness or guarantee action necessary to preserve the validity of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of businessCompany Registered IP Rights; (viq) acquired by merging make or consolidating withapprove any write off or write down or any determination to write off or write down any of its assets or properties; or (r) commence, settle, compromise, or by purchasing a substantial portion of otherwise terminate any litigation, claim or investigation, cancel any debt or waive any other material claim or right; (s) accelerate the assets collection of, or by purchasing all of or substantial equity interests inincrease the discount offered on, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended delay the time of payment of any accounts payable, written-down payable or written-off any inventory defer expenses or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of businessotherwise increase cash on hand; or (xit) agreed authorize, commit, or committed to agree to do take any act described in clauses (i) through (x) aboveof the foregoing actions.

Absence of Certain Changes or Events. (a) Since Except as disclosed in the Beacon SEC Documents or in Schedule 2.7 to the Beacon Disclosure Letter, since the date of the Balance Sheetmost recent audited financial statements included in Beacon SEC Documents (the "Beacon Financial Statement Date"), Beacon and its Subsidiaries have conducted their business only in the ordinary course (taking into account prior practices, including the acquisition of properties and issuance of securities) and there has not occurred been (a) any material adverse change in the business, financial condition or results of operations of Beacon and its Subsidiaries taken as a whole (a "Beacon Material Adverse Effect Change"), nor has there been any occurrence or circumstance that with the passage of time would reasonably be expected to result in a Beacon Material Adverse Change, (b) except for regular quarterly distributions not in excess of $.56 per Beacon Preferred Share or Beacon Preferred Unit or $.50 per Beacon Common Share or Beacon OP Unit (other than Beacon Preferred Units), respectively (or, with respect to the Company or its Subsidiaries. (b) Since period commencing on the date of hereof and ending on the Balance SheetClosing Date, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner distributions as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries has: (i) amended its organizational documents; (ii) declared, set aside or paid any dividend or made any other distribution necessary to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipmentmaintain REIT status), in each case with customary record and payment dates, any authorization, declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the Beacon Common Shares, Beacon Preferred Shares or Beacon OP Units, (c) any split, combination or reclassification of the Beacon Common Shares or the Beacon OP Units or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of stock of Beacon or partnership interests in Beacon Partnership or any issuance of an ownership interest in, any Beacon Subsidiary, (d) any damage, destruction or loss, whether or not covered by insurance, that has or would have a Beacon Material Adverse Effect, (e) any change in accounting methods, principles or practices by Beacon or any Beacon Subsidiary materially affecting its assets, liabilities or business, except insofar as may have been disclosed in the ordinary course Beacon SEC Documents or required by a change in GAAP, or (f) any amendment of business; or (xi) agreed any employment, consulting, severance, retention or committed to agree to do any act described in clauses (i) through (x) aboveother agreement between Beacon and any officer or director of Beacon.

Absence of Certain Changes or Events. Except (a) Since as set forth ------------------------------------ in Schedule 3.10, or in the SEC Documents, and (b) as otherwise contemplated by this Agreement, since the date of the Company Balance Sheet, Sheets there has not occurred been: (i) any Material Adverse Effect with Effect; (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock, property or any combination thereof) in respect to of any class of capital stock of the Company or its Subsidiaries. (b) Since the date of the Balance SheetSubsidiary, or any redemption or other acquisition by the business Company or the Subsidiary of any shares of capital stock of the Company and its Subsidiaries has been conducted in or the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance SheetSubsidiary, neither or any payment by the Company nor or the Subsidiary to any of Seller in its Subsidiaries has: (i) amended its organizational documents; (ii) declared, set aside or paid any dividend or made any other distribution to the holders of the equity interests in the Company; capacity as a stockholder; (iii) loanedany damage, advanceddestruction or casualty loss, invested whether covered by insurance or made not, which had a capital contribution Material Adverse Effect; (iv) any increase in the rate or terms of any amount compensation or other benefits payable or to become payable by the Company or in any Personthe Subsidiary to their directors, other than advances officers or key employees, except increases occurring in the ordinary course of business; business in accordance with their customary practices; (ivv) soldany entry into any agreement, assignedcommitment or transaction (including without limitation any borrowing, pledged, disposed of capital expenditure or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrancecapital financing) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of by the Company or its Subsidiaries in the ordinary course of business; Subsidiary, which is material to the Company or the Subsidiary, except (va) incurred Leases and (b) agreements, commitments or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired transactions in the ordinary course of business or capital assets permitted to be acquired pursuant to clause as contemplated herein; (vi) any change by the Company or the Subsidiary, in their respective accounting methods, principles or practices except as required by GAAP; or (vii) below; (vii) incurred any capital expenditure excluding for purposes hereofsale, capital expenditures set forth on Schedule 4.6(c)(vii) franchise, relocation or closure of any store of the Disclosure Schedules; (viii) commenced any litigationSubsidiary. Since March 29, other than (A) litigation in connection with the collection 1998, each of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or and the Subsidiary has conducted its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property business in the ordinary course course, consistent with past practice, and has made all reasonable efforts to preserve its relationships with customers, suppliers and others with whom it deals, the absence of businesswhich would be reasonably likely to have a Material Adverse Effect, and neither the Company nor the Subsidiary has taken any action that, if taken after the date hereof unless otherwise consistent with the transactions contemplated here- by, would constitute or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications result in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment a material breach of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree to do any act described in clauses (i) through (x) abovecovenants set forth herein.

Absence of Certain Changes or Events. (a) Since the Balance Sheet Date to the date of the Balance Sheet, there has not occurred any Material Adverse Effect this Agreement (with respect to the Company or its Subsidiaries.representations and warranties made as of the date of this Agreement) and to the Closing Date (with respect to the representations and warranties made as of the Closing Date): (a) there has not been any Material Adverse Effect; (b) Since the date of the Balance Sheet, the business of the Acquired Company and has not amended or changed its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted.Charter Documents; (c) Since the date of the Balance Sheet, neither the Acquired Company nor any of its Subsidiaries has: (i) amended its organizational documents; (ii) has not declared, set aside or paid any dividend or made other distribution (whether in cash, stock or property) with respect to any Equity Security or any other distribution to the holders of the equity interests in the Companysecurity; (iiid) loanedthe Acquired Company has not split, advancedcombined or reclassified any Equity Security or other security, invested or made a capital contribution of issued, or authorized for issuance, any amount to Equity Security or in any Person, other than advances in the ordinary course of businesssecurity; (ive) sold, assigned, pledged, disposed the Acquired Company has not altered any term of any outstanding Equity Security or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of businesssecurity; (vf) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to except as may be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation required in connection with the collection termination of accounts receivable any Acquired Company employee pursuant to Section 6.4 hereof, the Acquired Company has not (i) increased or modified the compensation or benefits payable or to become payable by the Acquired Company to any of its current or former directors, employees, contractors or consultants, (ii) increased or modified any bonus, severance, termination, pension, insurance or other employee benefit plan, payment or arrangement made to, for or with any current or former directors, employees, contractors or consultants of the Acquired Company or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ixiii) entered into any lease of real propertyemployment, severance or termination agreement; (g) other than renewals in respect the sale of existing Leased Real Property inventory in the ordinary course of business, neither the Acquired Company has not sold, leased, transferred or amendedassigned any property or assets of the Acquired Company; (h) neither the Acquired Company has not incurred, supplementedassumed or guaranteed any Indebtedness; (i) the Acquired Company has not created or assumed any Lien on any asset, otherwise modified except for Liens arising under lease financing arrangements existing as of the Balance Sheet Date and Liens for Taxes not yet due and payable with respect to which the Acquired Company maintains adequate reserves; (j) the Acquired Company has not made any loan, advance or terminated capital contribution to, or investment in, any lease governing Leased Real Property, Person other than amendments, supplements travel loans or other modifications advances in the ordinary course of businessbusiness consistent with past practice; (xk) the Acquired Company has not entered into any Material Contract; (i) no Material Contract has been modified, (ii) no rights under any Material Contract have been waived or accelerated and (iii) no Contract that would be required to be listed as a Material Contract pursuant to Section 3.15 hereof if such Contract were in effect on the time of collection date hereof has been terminated or cancelled; (l) the Acquired Company has not sold, transferred, pledged or assigned, and there has been no material reduction in the value of, any Acquired Company Intellectual Property; (m) there has not been any violation of or granted conflict with any offsetLaw to which the business, counterclaim operations, assets or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) properties of the value Acquired Company are subject; (n) neither the Sellers nor the Acquired Company has agreed or entered into any arrangement to take any action which, if taken prior to the date hereof, would have made any representation or warranty set forth in this Article III untrue or incorrect; (o) there has not been any material damage, destruction or loss with respect to the property and assets of inventory the Acquired Company, whether or equipment), not covered by insurance; (p) neither the Sellers nor the Acquired Company has made any change in each case except accounting practices; (q) neither the Sellers nor the Acquired Company has made any changes in the ordinary course Acquired Company’s Tax policies, methods or elections, changed its method of businessTax accounting or settled any claim for Taxes; or (xir) agreed neither the Sellers nor the Acquired Company has agreed, whether in writing or committed to agree otherwise, to do any act described in clauses (i) through (x) aboveof the foregoing.

Absence of Certain Changes or Events. (a) Since the date of the Balance SheetDecember 31, there 1997 except as disclosed to Lydall in Schedule 7.10 ETSI has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries hasnot: (i) amended its organizational documentsincurred any obligation or liability (fixed or contingent) except trade or business obligations incurred in the ordinary course of business, which are adverse; (ii) declared, set aside discharged or satisfied any lien or encumbrance or paid any dividend obligation or made any other distribution to liability (fixed or contingent), except current liabilities included on the holders Interim Balance Sheet, current liabilities incurred since the date of the equity interests Interim Balance Sheet in the Companyordinary course of business, and obligations and liabilities under contracts, leases or documents referred to in Schedule 1.03; (iii) loanedmortgaged, advancedpledged or subjected to lien, invested charge, security interest or made a capital contribution to any other encumbrance any of its assets or properties; (iv) sold, transferred, leased or otherwise disposed of any amount of its assets or properties, except for a fair consideration in the ordinary course of business or entered into any option, contract or other commitment to sell, transfer, lease or in otherwise dispose of any Person, other than advances of its assets or properties; (v) canceled or compromised any debt or claim except for adjustments made with respect to contracts for the purchase of supplies or for the sale of products in the ordinary course of business; (ivvi) sold, assigned, pledged, disposed waived or released any rights of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of businessvalue; (vvii) incurred transferred or assumed granted any Indebtedness or guarantee of rights under any such Indebtednessconcessions, repaid any Indebtedness or guarantee of any Indebtednessleases, licenses, agreements, patents, inventions, trademarks, trade names, copyrights, or cancelled with respect to know-how; (viii) made or granted any material Indebtednessgeneral wage or salary increase or entered into any employment contract with any officer or employee or increased any wage or salary more than 5% since December 31, in each case, 1996; (ix) entered into any transaction other than in the ordinary course of business; (vix) acquired by merging suffered any operating loss or consolidating withcasualty loss or damage, whether or by purchasing a substantial portion of the assets of, not such loss or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) belowdamage shall have been insured against; (viixi) incurred suffered any capital expenditure excluding for purposes hereofadverse change in its financial condition, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedulesproperties or business; (viiixii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable made or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease contract or commitment to make any capital expenditures in excess of real property$5,000 in the aggregate; and (xiii) made any payment or distribution to any of the shareholders, officers or directors of ETSI; other than renewals in respect of existing Leased Real Property salary payments in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree to do any act described in clauses (i) through (x) above.

Absence of Certain Changes or Events. (a) Since American Exploration has conducted its Business only in the date ordinary and regular course of the Balance Sheetbusiness consistent with past practice and except as otherwise provided in this Agreement, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since since the date of the Balance Sheet, the business most recent balance sheet forming part of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries hasAmerican Exploration Financial Statements: (i) amended its organizational documentsa Material Adverse Change with respect to American Exploration; (ii) declaredany damage, set aside destruction, or paid any dividend loss, whether covered by insurance or made any other distribution not, that could reasonably be expected to the holders of the equity interests in the Companyhave a Material Adverse Effect on American Exploration; (iii) loanedany redemption, advancedrepurchase or other acquisition of American Exploration Shares by American Exploration or any declaration, invested setting aside or made a capital contribution payment of any amount dividend or other distribution (whether in cash, stock or property) with respect to or in any Person, other than advances in the ordinary course of businessAmerican Exploration Shares; (iv) sold, assigned, pledged, disposed any material increase in or modification of the compensation payable or otherwise transferredto become payable by it to any of its directors or officers, or suffered any grant to any such director or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on officer of any assets, increase in each case, other than assets that are obsolete severance or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of businesstermination pay; (v) incurred any increase in or assumed any Indebtedness or guarantee modification of any such Indebtednessbonus, repaid pension, insurance or benefit arrangement (including the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any Indebtedness of its directors or guarantee officers; (vi) any acquisition or sale of its property or Assets to a Person not dealing at arm’s length; (vii) any entering into, amendment of, relinquishment, termination or non-renewal by it of any Indebtednessmaterial contract, agreement, license, franchise, lease transaction, commitment or cancelled any material Indebtedness, in each caseother right or obligation, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary and regular course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedulesconsistent with past practice; (viii) commenced an act whereby American Exploration has engaged or entered into any litigationtransaction or made any disbursement or assumed or incurred any liability or obligation or made any commitment to make any expenditure which might materially and adversely affect any of the Assets or the organization, other than (A) litigation in connection with the collection operations, affairs, Business, properties, prospects or financial condition or position of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its SubsidiariesAmerican Exploration; (ix) entered into any lease resolution to approve a combination or reclassification of real property, other than renewals in respect any of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of businessits outstanding shares; (x) accelerated the time of collection of an act whereby American Exploration has purchased or granted agreed to purchase, or leased or agreed to lease, or acquired or agreed to acquire, any offsetproperty or asset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except other than as required in the usual and ordinary course of businessthe operation of the Business; (xi) an act whereby American Exploration has sold, transferred, disposed of, mortgaged, pledged, charged, or leased any Asset or property, other than as required in the usual and ordinary course of the operation of the Business; (xii) any change in its accounting methods, principles or practices; or (xixiii) agreed any agreement or committed arrangement to agree take any action which, if taken prior to do the date hereof, would have made any act described representation or warranty set forth in clauses (i) through (x) above.this Agreement materially untrue or incorrect as of the date when made;

Absence of Certain Changes or Events. (a) Since the date of the Balance SheetExcept as set forth on Schedule 6.7 since December 31, 2011, there has not occurred been: 6.7.1. an amendment to Seller’s Certificate of Incorporation or Bylaws, or merger with or into or consolidation with any person, or change or agreement to change in any material manner the character of the GlobalTrak Business; 6.7.2. a waiver of any material right under any Assumed Contract except in the Ordinary Course of Business; 6.7.3. any loan or advance made to any of Seller’s Current Employees (other than travel and expense advances made in the Ordinary Course of Business), or any other loan or advance relating to the GlobalTrak Business made otherwise than in the Ordinary Course of Business; 6.7.4. any documents or written representations filed by Seller with the United States Patent and Trademark Office or the patent or trademark office of any foreign country which in any way relate to the GlobalTrak Business or the Purchased Assets; 6.7.5. any material changes to Seller’s GlobalTrak Business policies, including, but not limited to advertising, marketing, pricing, purchasing, personnel, sales, budget or product acquisition policies; 6.7.6. any payment, direct or indirect, of any of Seller’s Liabilities which in any way relate to the GlobalTrak Business or the Purchased Assets more than thirty (30) days before the same became due in accordance with its terms or otherwise than in the Ordinary Course of Business; 6.7.7. any material loss (whether by damage or destruction, in the nature of a casualty loss or otherwise, and whether covered by insurance or not), affecting any Purchased Asset or the GlobalTrak Business; 6.7.8. any actual or threatened strike or other material labor trouble or dispute relating to the GlobalTrak Business; 6.7.9. any loss or threatened loss (in writing) of any material Permit enjoyed or formerly held or enjoyed by Seller which in any way relates to the GlobalTrak Business or the Purchased Assets; 6.7.10. to the Seller’s actual knowledge, any Law or Order adopted or rescinded which Seller has determined would reasonably be expected to have a Material Adverse Effect with respect to (which shall not include any Law or Order that affects the Company industries in which the GlobalTrak Business operates and does not have a materially disproportionate impact on the GlobalTrak Business); 6.7.11. the creation or its Subsidiaries. (b) Since the date imposition of any Lien upon any of the Balance SheetPurchased Assets, the business except for Permitted Liens; 6.7.12. any sale, transfer or other disposition of any material asset of the Company and its Subsidiaries has been conducted GlobalTrak Business, excluding sales of Inventory or Products in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date Ordinary Course of Business, or any cancellation of any material debt or claim of the Balance SheetGlobalTrak Business, neither except in the Company nor Ordinary Course of Business; 6.7.13. any of its Subsidiaries has: material increase in, or any commitment to materially increase (oral or written), (i) amended its organizational documents; the compensation or other direct or indirect remuneration payable to any officer or employee of the GlobalTrak Business, (ii) declaredany bonus, set aside incentive or paid any dividend deferred compensation, profit sharing, retirement, pension, group insurance, death benefit or made any other distribution fringe benefit plan, trust agreement or arrangement, in each case relating to the holders of the equity interests in the Company; GlobalTrak Business or (iii) loanedthe benefits payable under any employment or consulting agreement relating to the GlobalTrak Business other than (A) any such contributions to a Plan or Benefit Arrangement that are regularly scheduled or are required pursuant to the terms of such Plan or Benefit Arrangement or by applicable law, advancedor (B) any such increases in the Ordinary Course of Business; 6.7.14. any termination (whether by discharge, invested retirement or made a capital contribution otherwise) of any amount officer or employee of the GlobalTrak Business or any notice to so terminate given to or received by any of the foregoing; 6.7.15. any termination or failure to renew, or receipt of a written threat to terminate or refusal to renew any material contract between Seller and any customer or material supplier of goods or services to the GlobalTrak Business; 6.7.16. any engagement by the GlobalTrak Business in any Person, other material transaction other than advances in the ordinary course Ordinary Course of businessBusiness; 6.7.17. any material change in or material noncompliance in the operation of the GlobalTrak Business with any accounting principle or practice of Seller; 6.7.18. except for Retained Liabilities, any indebtedness, liability or obligation (ivwhether absolute, accrued, contingent or otherwise) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful incurred by Seller related to the business of GlobalTrak Business or any transaction entered into by Seller relating to the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each caseGlobalTrak Business, other than in the ordinary course Ordinary Course of business; (vi) acquired by merging or consolidating withBusiness, or any material guarantee by purchasing a substantial portion Seller of the assets ofany indebtedness, liability or by purchasing all obligation of or substantial equity interests in, any other person or its business or acquired related to the GlobalTrak Business; 6.7.19. any material assetscapital expenditure, addition or improvement made or committed to be made by or on behalf of the GlobalTrak Business with respect to any single expenditure, addition or improvement of the GlobalTrak Business; 6.7.20. any write-off as uncollectible of any Receivables other than assets acquired in the ordinary course Ordinary Course of business or capital assets permitted to be acquired pursuant to clause (vii) belowBusiness; (vii) incurred 6.7.21. any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) agreement or commitment by Seller or the GlobalTrak Business to do any of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of businessforegoing; or (xi) agreed or committed to agree to do 6.7.22. any act described in clauses (i) through (x) aboveMaterial Adverse Change.

Absence of Certain Changes or Events. Since August 31, 2006, other than as set forth in the HGF Disclosure Schedule, HGF has operated its business in the ordinary course consistent with its past practices, and, other than as set forth in the HGF Disclosure Schedule, since such date there has not been with respect to HGF any: (a) Since the date of the Balance Sheet, there has not occurred any Material Adverse Effect on HGF or any change, event, circumstance, condition or effect that would reasonably be expected to result in a Material Adverse Effect on HGF; (b) amendment or change in its Certificate of Limited Partnership or Agreement of Limited Partnership; (c) incurrence, creation or assumption of: (i) any material Encumbrance on any of its assets or properties (other than Permitted Encumbrances), (ii) any material liability for borrowed money or (iii) any material liability as a guarantor or surety with respect to the Company or its Subsidiaries.obligations of others; (bd) Since the date payment or discharge of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any material Encumbrance on any of its Subsidiaries has: (i) amended its organizational documents; (ii) declared, set aside assets or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each caseproperties, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion payment or discharge of the assets of, or by purchasing all any of or substantial equity interests in, any other person or its business or acquired any material assetsliabilities, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, after the date of the Most Recent HGF Balance Sheet; (e) material damage, destruction or amendedloss of any material property or material asset, supplemented, otherwise modified whether or terminated any lease governing Leased Real Property, not covered by insurance; (f) distribution made in respect of the HGF Partnership Interests (other than amendmentsthe distribution contemplated under Section 6.2(i)), supplements any direct or indirect purchase or other modifications acquisition of any HGF Partnership Interest or any change in any rights, preferences, privileges or restrictions of any HGF Partnership Interest; (g) material change or increase in the compensation payable or to become payable to any of its officers, managers, employees, partners, agents, consultants or independent contractors, or in any bonus, commission, expense reimbursement, pension, severance, retention, or insurance plan of HGF or in any other benefit payment or arrangement made to or with any of such officers, managers, employees, partners, agents, consultants or independent contractors; or material modification of any “nonqualified deferred compensation plan” as defined in Code Section 409A; (h) material change with respect to its management, supervisory or other key personnel of HGF; termination of employment of a material number of employees of HGF; termination of the engagement of a material number of agents, consultants, or independent contractors of HGF; or any union organizing activity at any HGF facility; (i) liability incurred by it to any of its officers, managers, employees, partners, agents, consultants, or independent contractors except for normal and customary compensation and expense allowances in the ordinary course of businessits business consistent with its past practices; (xj) accelerated loan, advance (other than ordinary advances for work-related expenses) or capital contribution to, or any investment in, any of its officers, managers or partners or any firm or business enterprise in which any such person had a direct or indirect material interest at the time of collection of such loan, advance, capital contribution or granted any offsetinvestment; (k) entering into, counterclaim amendment of, relinquishment, termination or discount against any accounts receivable, extended the time of payment nonrenewal of any accounts payableHGF Material Contract other than in the ordinary course of its business consistent with its past practices, written-down default by HGF under any such Material Contract; or written-off written assertion by the other party thereto of any inventory material problems with its services or revalued performance under such Material Contract or such other party’s desire to so amend in any material respect, relinquish, terminate or not renew any such Material Contract; (l) entering into by it of any Contract that by its terms requires or contemplates a current and/or future financial commitment, expense or obligation on its part that involves any individual payment in excess of $10,000 or aggregate payments in excess of $120,000 in any twelve month period; (m) making or entering into any Contract with respect to any acquisition, sale or transfer of any material asset of HGF that is not entered into in the ordinary course of its business consistent with past practices; (n) material change in accounting policies, methods or practices (including any change in depreciation or amortization policies or rates or revenue recognition policies); change in Tax elections or methods; or revaluation of any of its assets (including writing down (other than in connection with or up) as a result of the value transactions contemplated by this Agreement); (o) deferral of inventory the payment of any material accounts payable, or equipment)any material discount, accommodation or other concession made in order to accelerate or induce the collection of any receivable, in each case except other than in the ordinary course of businessbusiness consistent with past practice; (p) payment, directly or indirectly, of any material liability before the same became due and payable in accordance with its terms or otherwise than in the ordinary course of its business consistent with past practice; or (xiq) agreed announcement of, any negotiation by or committed to agree any entry into any Contract to do any act of the things described in the preceding clauses (ia) through (xp) above(other than negotiations and agreements with ABE and its representatives regarding the transactions contemplated by this Agreement).

Absence of Certain Changes or Events. (a) Since American Exploration has conducted its Business only in the date ordinary and regular course of the Balance Sheetbusiness consistent with past practice and except as otherwise provided in this Agreement, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since since the date of the Balance Sheet, the business most recent balance sheet forming part of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries hasAmerican Exploration Financial Statements: (i) amended its organizational documentsa Material Adverse Change with respect to American Exploration; (ii) declaredany damage, set aside destruction, or paid any dividend loss, whether covered by insurance or made any other distribution not, that could reasonably be expected to the holders of the equity interests in the Companyhave a Material Adverse Effect on American Exploration; (iii) loanedany redemption, advancedrepurchase or other acquisition of American Exploration Shares by American Exploration or any declaration, invested setting aside or made a capital contribution payment of any amount dividend or other distribution (whether in cash, stock or property) with respect to or in any Person, other than advances in the ordinary course of businessAmerican Exploration Shares; (iv) sold, assigned, pledged, disposed any material increase in or modification of the compensation payable or otherwise transferredto become payable by it to any of its directors or officers, or suffered any grant to any such director or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on officer of any assets, increase in each case, other than assets that are obsolete severance or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of businesstermination pay; (v) incurred any increase in or assumed any Indebtedness or guarantee modification of any such Indebtednessbonus, repaid pension, insurance or benefit arrangement (including the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any Indebtedness of its directors or guarantee officers; (vi) any acquisition or sale of its property or Assets to a Person not dealing at arm's length; (vii) any entering into, amendment of, relinquishment, termination or non-renewal by it of any Indebtednessmaterial contract, agreement, license, franchise, lease transaction, commitment or cancelled any material Indebtedness, in each caseother right or obligation, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary and regular course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedulesconsistent with past practice; (viii) commenced an act whereby American Exploration has engaged or entered into any litigationtransaction or made any disbursement or assumed or incurred any liability or obligation or made any commitment to make any expenditure which might materially and adversely affect any of the Assets or the organization, other than (A) litigation in connection with the collection operations, affairs, Business, properties, prospects or financial condition or position of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its SubsidiariesAmerican Exploration; (ix) entered into any lease resolution to approve a combination or reclassification of real property, other than renewals in respect any of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of businessits outstanding shares; (x) accelerated the time of collection of an act whereby American Exploration has purchased or granted agreed to purchase, or leased or agreed to lease, or acquired or agreed to acquire, any offsetproperty or asset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except other than as required in the usual and ordinary course of businessthe operation of the Business; (xi) an act whereby American Exploration has sold, transferred, disposed of, mortgaged, pledged, charged, or leased any Asset or property, other than as required in the usual and ordinary course of the operation of the Business; (xii) any change in its accounting methods, principles or practices; or (xixiii) agreed any agreement or committed arrangement to agree take any action which, if taken prior to do the date hereof, would have made any act described representation or warranty set forth in clauses (i) through (x) above.this Agreement materially untrue or incorrect as of the date when made;

Absence of Certain Changes or Events. (a) Since the date Except as contemplated by this Agreement, since March 31, 1999, none of the Balance Sheetfollowing have occurred: (i) any change, there event or condition (or any development involving a prospective change, event or condition) or any threat thereof shall have occurred or be threatened, which change, event or condition has not occurred any had, or is reasonably likely to have, a Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries has: (i) amended its organizational documents; on Parent; (ii) declaredany change in accounting methods, set aside principles or paid any dividend practices by Parent affecting its assets, liabilities or made any other distribution to the holders of the equity interests in the Company; business; (iii) loaned, advanced, invested any revaluation by Parent or made a capital contribution any of the Parent Subsidiaries of any amount of their assets, (iv) any damage, destruction or loss having a Material Adverse Effect on Parent; (v) any cancellation of any material debts or waiver or release of any material right or claim of Parent relating to its business activities or properties; (vi) any declaration, setting aside or payment of dividends or distributions in respect of any shares or any redemption, purchase or other acquisition of any securities of Parent or the Parent Subsidiaries; (vii) any issuance by Parent or any Parent Subsidiary of, or commitment of Parent or any Parent Subsidiary to issue, any shares, options, warrants or other equity securities or obligations or securities convertible into or exchangeable for shares, options, warrants or other equity securities, other than upon exercise of share options in Parent or in any Personof the Parent Subsidiaries; (viii) negotiation or execution of any material arrangement, other than advances in agreement or understanding to which Parent or any Parent Subsidiary is a party which cannot be terminated by it on notice of 30 days or less without cost or penalty; (ix) the ordinary course making of business; (iv) soldany loan or payment, assignedthe entering into of any arrangement, pledgedagreement or understanding or similar transaction with any Person who is an officer, disposed director or shareholder of Parent or otherwise transferredany Parent Subsidiary, or suffered who is an affiliate or permitted an Encumbrance associate of such a Person; (other than a Permitted Encumbrancex) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, capital expenditures other than in the ordinary course of business; (vi) acquired business and consistent with past practice by merging Parent or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired Parent Subsidiary in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of businessan aggregate amount that exceeds $80,000; or (xi) agreed any entering into of any scheme of arrangement or committed any arrangement providing for the winding up liquidation, administration, dissolution, merger, consolidation or other reorganization of Parent or any Parent Subsidiary; (xii) any increase in salary, bonus, emoluments, benefits, severance, bonus or incentive or other compensation payable or to agree become payable to any officer, director, employee or other Person receiving compensation of any nature from Parent or any Parent Subsidiary; any increase in the number of shares obtainable under, or the acceleration or creation of any rights of any Person to benefits under, any employee share option scheme operated by Parent (including, without limitation, the acceleration of the vesting or exercisability of any share options, the acceleration of the accrual or vesting of any benefits under any pension scheme operated by Parent or the acceleration or creation of any rights under any severance, parachute or change in control agreement), or the entering into of any employment, consulting, severance or other employee related agreement, arrangement or understanding with Parent or any Parent Subsidiary; (xiii) any delay or failure to repay when due any material obligation of Parent or any Parent Subsidiary; (xiv) any notice of termination of employment by any officer or employee or resignation by any director; or (xv) any agreement by Parent or any Parent Subsidiary to do any act of the things described in the preceding clauses (i) through (xxiv) aboveother than as expressly provided for herein.

Absence of Certain Changes or Events. (a) Since From the Acquired Balance Sheet Date to the date of the Balance Sheet, there has not occurred any Material Adverse Effect this Agreement (with respect to the Company representations and warranties made as of the date of this Agreement) and to the Closing Date (with respect to the representations and warranties made as of the Closing Date) except as disclosed in Schedule 3.16 or in the ordinary course of its Subsidiaries.business consistent with past practice and excluding the Restructured Legacy Businesses or the Excluded HemcoNic Assets (in relation only to paragraphs (c) and (g) below): (a) there has not been any material adverse change in the condition (financial or otherwise), operations, prospects or results of operations of Hemco and its Subsidiaries taken as a whole; (b) Since the date of the Balance Sheet, the business of the no Acquired Company and has amended or changed its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted.Charter Documents; (c) Since the date of the Balance Sheet, neither the Company Hemco nor any of its Subsidiaries has: (i) amended its organizational documents; (ii) has declared, set aside or paid any dividend or made other distribution (whether in cash, stock or property) with respect to any Equity Security or any other distribution to security, except for the holders payment of dividends in the ordinary course of its business consistent with past practice and the payment of a dividend in connection with the Excluded HemcoNic Assets or removal of the equity interests in the CompanyRestructured Legacy Businesses (together “Permitted Dividends”); (d) no Acquired Company has split, combined or reclassified any Equity Security or other security, or issued, or authorized for issuance, any Equity Security or other security; (e) no Acquired Company has altered any term of any outstanding Equity Security or other security; (f) no Acquired Company has (i) increased or modified the compensation or benefits payable or to become payable by such Acquired Company to any current or former directors, employees, contractors or consultants of any Acquired Company, (ii) increased or modified any bonus, severance, termination, pension, insurance or other employee benefit plan, payment or arrangement made to, for or with any current or former directors, employees, contractors or consultants of any Acquired Company, or (iii) loanedentered into any employment, advancedseverance or termination agreement; (g) other than any sale in the ordinary course of business or the sale of the Excluded HemcoNic Assets, invested neither Hemco nor any of its Subsidiaries has sold, leased, transferred or assigned any property or assets of Hemco or any such Subsidiary; (h) no Acquired Company has incurred, assumed or guaranteed any Indebtedness; (i) no Acquired Company has created or assumed any Lien on any asset, except for Liens arising under lease financing arrangements existing as of the Acquired Balance Sheet Date and Liens for Taxes not yet due and payable with respect to which such Acquired Company maintains adequate reserves; (j) no Acquired Company has made a any loan, advance or capital contribution of to, or investment in, any amount to or in any Person, Person other than loans or advances in the ordinary course of businessbusiness consistent with past practice; (ivk) soldno Acquired Company has entered into any Material Contract; (i) no Material Contract has been modified, assigned, pledged, disposed of (ii) no rights under any Material Contract have been waived or otherwise transferred, accelerated and (iii) no Contract that would be required to be listed as a Material Contract pursuant to Section 3.17 hereof if such Contract were in effect on the date hereof has been terminated or suffered or permitted an Encumbrance cancelled; (other than a Permitted Encumbrancel) to exist on there has not been any assets, in each caselabor dispute, other than assets that are obsolete individual grievances, or no longer useful any activity or proceeding by a labor union or representative thereof to the business organize any employees of the Company or its Subsidiaries in the ordinary course of businessany Acquired Company; (vm) incurred there has not been any material change to the relationship between any Acquired Company and any small-scale contract miners; (n) there has not been any violation of or assumed conflict with any Indebtedness Law to which the business, operations, assets or guarantee properties of any such IndebtednessAcquired Company are subject; (o) neither any Seller nor any Acquired Company has agreed or entered into any arrangement to take any action which, repaid if taken prior to the date hereof, would have made any Indebtedness representation or guarantee warranty set forth in this Agreement or in the other Seller Documents untrue or incorrect; (p) there has not been any material damage, destruction or loss with respect to the property and assets of any IndebtednessAcquired Company, whether or cancelled not covered by insurance; (q) no Acquired Company has made any material Indebtedness, change in each case, accounting practices; (r) other than in the ordinary course of its business, no Acquired Company has made any Tax election, changed its method of Tax accounting, changed the timing of payment of or accruals for Taxes or settled any claim for Taxes; (vis) acquired by merging or consolidating witheach Acquired Company has sufficient working capital for its normal operations, or by purchasing a substantial portion consistent with historical working capital reserves, as of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below;Closing Date; and (viit) incurred any capital expenditure excluding for purposes hereofno Acquired Company has agreed, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigationwhether in writing or otherwise, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree to do any act described in clauses (i) through (x) aboveof the foregoing.

Absence of Certain Changes or Events. (a) Since Except as disclosed in the Seller SEC Documents, since the date of the Balance Sheetmost recent audited financial statements included in the Seller SEC Documents (the "Seller Financial Statement Date"), Seller and its Subsidiaries have conducted their business only in the ordinary course (taking into account prior practices, including the acquisition of properties and issuance of securities) and, except as disclosed in the Seller SEC Documents or the Seller Disclosure Letter, there has not occurred been (a) any Seller Material Adverse Effect Change (as defined below), (b) except for regular quarterly distributions not in excess of $.25 per Seller Common Share or Seller OP Unit and dividends on the Seller Preferred Shares in accordance with the terms of Seller's Certificate of Incorporation, respectively (or as necessary to maintain REIT status), in each case subject to rounding adjustments as necessary and with customary record and payment dates, and except as permitted by Section 5.9 of this Agreement, any authorization, declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the Company or its Subsidiaries. (b) Since the date of the Balance SheetSeller Common Shares, the business of Seller OP Units or the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. Seller Preferred Shares, (c) Since the date any split, combination or reclassification of the Balance SheetSeller Common Shares, neither the Company nor Seller OP Units or the Seller Preferred Shares or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of stock of Seller or partnership interests in Seller partnerships or any issuance of an ownership interest in, any Seller Subsidiary, (d) any damage, destruction or loss, whether or not covered by insurance, that has or would reasonably be likely to have a Seller Material Adverse Effect, (e) any change in financial or tax accounting methods, principles or practices by Seller or any Seller Subsidiary materially affecting its assets, liabilities or business, except insofar as may have been required by a change in GAAP, (f) (x) any granting by Seller or any of its Subsidiaries has: (i) amended to any officer or other key employee of Seller or any of its organizational documents; (ii) declared, set aside or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution Subsidiaries of any amount to or increase in any Personcompensation, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired except for normal increases in the ordinary course of business consistent with past practice or capital assets permitted to be acquired pursuant to clause as required under employment agreements in effect as of December 31, 1998, (viiy) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable granting by Seller or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets Subsidiaries to any such 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 December 31, 1998 or (including writing down (z) any entry by Seller or up) any of the value of inventory its Subsidiaries into any employment, severance or equipment), in each case termination agreement with any such officer or key employee except in the ordinary course of business; or business consistent with past practice, (xig) agreed any acquisition or committed to agree disposition of any real property, or any commitment to do so, made by Seller or any act described of its Subsidiaries or (h) any making or revocation of any material tax election. As used in clauses this Agreement, "Seller Material Adverse Change" shall mean (i) through any material adverse change in the business, properties, assets, financial condition or results of operations of Seller and its Subsidiaries, taken as a whole, or (xii) aboveany other change that would prevent or delay beyond December 31, 1999 the ability of Seller, the Seller General Partner or the Seller Partnership from consummating any of the Transactions.

Absence of Certain Changes or Events. (a) Since the date of the Balance SheetSheet Date, there has not occurred been any change, event, development, circumstance, state of facts or effect that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company or its SubsidiariesEffect. (b) Since the date Except as set forth in Section 2.6(b) of the Seller Disclosure Schedule, since the Balance SheetSheet Date, the business of the Company and its Subsidiaries Business has been conducted in the ordinary course of business consistent with past practice and in substantially the same manner as previously conducted. (c) Since Business has not and no S‑L Entity has with respect to the date of Business, the Balance Sheet, neither Purchased Assets or the Company nor any of its Subsidiaries hasAssumed Liabilities: (i) (A) amended its organizational the articles of incorporation or bylaws (or similar governing documents; ) of any Business Entity, (iiB) split, subdivided, combined or reclassified their outstanding capital stock or equity interests or (C) declared, set aside or paid any non‑cash dividend or made any other non‑cash distribution to the holders any Person; (ii) purchased, redeemed or otherwise acquired or issued, sold, transferred, pledged, encumbered, assigned, conveyed, surrendered, relinquished or otherwise disposed of the any debt or equity interests in the Companysecurities (including any convertible or exchange securities) or any options, warrants or rights of any kind to acquire any debt or equity securities (including any convertible or exchange securities); (iii) loanedsold, advancedtransferred, invested pledged, encumbered, assigned, conveyed, surrendered, relinquished or otherwise disposed of any Purchased Asset or rights in or to any Purchased Asset, or any options or rights of any kind to acquire any Purchased Assets or rights in or to any Purchased Asset (other than in the ordinary course business); (iv) sold, transferred, pledged, encumbered, assigned, conveyed, surrendered, relinquished or otherwise disposed of any of the Transferred Entities' assets, properties or rights, or any rights in or to any of the Transferred Entities' assets, properties or rights, or any options or rights of any kind to acquire any of the Transferred Entities' assets, properties or rights or rights in or to any of the Transferred Entities' assets, properties or rights (other than in the ordinary course business); (A) incurred any Liability of a Business Entity or the Business with respect to any Debt, issued any debt securities of any Business Entity or made any loans or advances involving a capital contribution Business Entity or the Business or (B) caused or permitted any Business Entity or the Business to assume, guarantee or endorse, or otherwise as an accommodation become responsible for, any Liability of any amount to or in other Person; (vi) made any acquisition of any Person, substantially all of the assets of any Person or the business(es) of any Person; (vii) other than advances in connection with making promotions or filling vacancies with respect to any Business Employee whose aggregate annual cash compensation does not exceed $75,000 or as required by the terms of an Employment Agreement or Labor Agreement, (A) entered into any new, or amended or otherwise modified any Labor Agreement, (B) entered into or become a party to any new Employment Agreement or amended any existing Employment Agreement with any Business Employee, (C) granted or announced any increase in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to any Business Employee, (D) established, adopted, amended or become a party to any new employee benefit or compensation plan, program or Contract or amended any existing Benefit Plan in a manner that affects compensation or benefits payable or obligations thereunder to any Business Employee, (E) accelerated any vesting of compensation or benefits or paid any compensation or benefits not otherwise due to any Business Employees, (F) granted any rights to severance or termination pay to, or entered into any employment, consulting or severance Contract with, any Business Employee, except, in each case, as required by Law or any collective bargaining or other trade union agreement or any Benefit Plan, (G) re‑deployed, dismissed or given notice to terminate the employment of any Business Employee whose aggregate annual cash compensation exceeds $75,000 per year, (H) entered into or amended any Contract with any Business Employee Representative(s), (I) materially increased the total number of employees, consultants, self‑employed contractors or agency workers that are employed or engaged by any Business Entity or (J) proposed to dismiss such number of Business Employees as would reasonably be expected to trigger any obligation to collectively consult an Employee Representative Body or provide notice under the WARN Act in the relevant jurisdiction; (viii) adopted a plan or agreement of complete or partial liquidation, dissolution, restructuring, merger, consolidation, recapitalization or other reorganization (other than a plan of liquidation adopted by Asset Seller with an effective time occurring after the Closing); (ix) settled, released, waived or compromised any Action, unless such settlement or release contemplated only the payment of money (to be paid in full prior to the Closing Date) without admission of wrongdoing or misconduct and resulted in an absolute release of the underlying claim; (x) made or changed any material Tax election, changed an annual accounting period, entered into any closing agreement, settled or compromised any material Tax claim or assessment, prepared any Tax Returns in a manner inconsistent with past customs and practices of the Sellers or the Transferred Entities, as applicable, with respect thereto, incurred any material liability for Taxes other than in the ordinary course of business, filed an amended Tax Return or a claim for refund of a material amount of Taxes, surrendered any right to claim a refund of Taxes or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or taken any other similar action, failed to pay any Taxes as they become due and payable, or omitted to take any action relating to the filing of any Tax Return or the payment of any Tax; (xi) except as required as a result of a change in Law or as required by GAAP, changed any of the financial accounting principles or practices, methods of accounting or accounting practice or policy; (xii) entered into or discontinued any material line of business; (xiii) extended, breached, terminated or waived any material provision of, amended or otherwise modified any material provision of a Material Contract (or any Contract which, if not so extended, breached, terminated or waived any provision of, amended or otherwise modified, would be a Material Contract); (xiv) entered into any transaction or Contract with an Affiliate, other than such transactions or Contracts conducted in the ordinary course of business consistent with past practice; (xv) (A) undertaken, or committed to undertake, any individual capital expenditure in excess of $50,000 other than the capital expenditures listed on Section 2.6(b)(xv) of the Seller Disclosure Schedule, (B) failed to undertake any individual capital expenditure listed on Section 2.6(b)(xv) of the Seller Disclosure Schedule or (C) failed to undertake any capital expenditure for the purpose of maintenance in the ordinary course of business; (ivxvi) sold, assigned, pledged, disposed of failed to maintain in full force and effect all material insurance policies or otherwise transferred, failed to take commercially reasonable efforts to replace or suffered or permitted an Encumbrance renew (other than a Permitted Encumbrance) to exist on any assets, terms no less favorable in each case, other than assets that are obsolete or no longer useful the aggregate to the business of the Company or its Subsidiaries in the ordinary course of businessBusiness) material insurance policies; (vxvii) incurred amended, materially modified, extended, renewed or assumed terminated any Indebtedness Leased Real Property Lease or guarantee entered into any new lease, sublease, license or other agreement for the use or occupancy of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in real property (including the ordinary course of businessReal Property); (vixviii) acquired by merging demolished or consolidating withremoved any of the existing Improvements or erected any new improvements on the Real Property or any portion thereof, or by purchasing a substantial portion failed to maintain the Real Property, including all of the assets ofImprovements, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection consistent with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of businesspast practice; or (xixix) agreed or committed to agree do or entered into any Contract with respect to do any act described in clauses (i) through (x) aboveof the foregoing.

Absence of Certain Changes or Events. (a) Since the date of Except as set forth on Schedule 5.4, since the Balance SheetSheet Date, there has not occurred been any Material Adverse Effect with respect to material adverse effect on the Company business, operations, results of operations, assets, properties or its Subsidiaries. (b) Since the date financial condition of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries has: Business; excluding (i) amended its organizational documents; the failure of any of the employees of Sellers other than those listed on Schedule 7.6 to accept employment with the Buyer or FTI or (ii) the effect of any delisting of the capital stock of Nextera from the Nasdaq SmallCap Stock Market ("Material Adverse Effect"). Nextera has not declared, set aside or paid any dividend or made any other distribution (whether in cash, securities or property or any combination thereof) in respect of any class, redemption or series of its capital stock or other equity interests. In addition to the holders foregoing, none of the equity interests Sellers nor Nextera have: (a) authorized or issued capital stock of Sellers or Nextera; granted any stock option or right to purchase shares of capital stock of Sellers or Nextera; issued any security convertible into such capital stock; granted of any registration rights; purchased, redeemed, retired, or otherwise acquired, by Sellers or Nextera, any shares of any such capital stock; or declared or paid any dividend or other distribution in the Companyrespect of shares of such capital stock; (iiii) loanedsold, advancedleased, invested transferred or made a capital contribution disposed of any amount material assets or rights or (ii) acquired or leased any material assets or rights; (c) paid, discharged or satisfied any material liability, obligation or lien with respect to or in any Personunderlying obligations, other than advances payment, discharge or satisfaction of (i) Indebtedness as it matured and became due and payable; (ii) liabilities, obligations or liens in the ordinary course of businessbusiness consistent with past practice; or (iii) as otherwise specifically contemplated by this Agreement; (ivd) soldmaterially (i) changed any of the accounting or tax principles, assignedpractices or methods or (ii) changed reserve policies or reserves; (i) made any change in the compensation payable to any of its officers, pledgeddirectors, disposed of employees, consultants, agents or otherwise transferred, or suffered or permitted an Encumbrance sales associates (other than a Permitted Encumbrancegeneral increases in wages to employees and/or payments to consultants, agents or sales associates in the ordinary course consistent with past practice), (ii) entered into or amended any material employment, severance, consulting, termination, other agreement or (iii) made any material change in its existing borrowing or lending arrangements for or on behalf of any of such Persons pursuant to exist on an employee benefit plan or otherwise; (i) paid or made any assetsaccrual or arrangement for payment of any pension, retirement allowance, unused vacation days or other employee benefit to any officer, director, employee, sales associate or affiliate, except payments and accruals made in the ordinary course consistent with past practice; (ii) adopted or paid, granted, issued, accelerated or accrued salary or other payments or benefits which include any payment in equity or cash payments pursuant to any pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or any employment or consulting agreement except, in each case, in the ordinary course; or (iii) amended in any material respect any such existing plan, agreement or arrangement in a manner inconsistent with the foregoing; (g) made any borrowing or agreement to borrow funds by Sellers or incurred any other obligation or liability, contingent or otherwise, which would remain as a liability of the Business following the Closing, except liabilities reflected on the June Balance Sheet; or any endorsement, assumption or guarantee of payment or performance of any loan or obligation of any other individual, firm, corporation or other entity which would remain as a liability of the Business following the Closing, except as reflected on the June Balance Sheet; (h) made any mortgage, pledge, lien, security interest, hypothecation, charge or other encumbrance with respect to the Assets; (i) made any material write downs of the value of any Asset or any material write downs as uncollectible of any accounts receivable or portion thereof; (j) made any payments (other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries compensation in the ordinary course of businessconsistent with past practice), loans, advances or other distributions to, or entered into any transaction, agreement or arrangement with, any affiliates, officers, directors, employees, sales associates, stockholders or their respective affiliates; (vk) made or authorized any capital expenditures, except in the ordinary course consistent with past practice or not in excess of Twenty-Five Thousand Dollars ($25,000) individually or One Hundred Thousand Dollars ($100,000) in the aggregate; (l) settled or compromised any material Tax liability or agreed to any adjustment of any material Tax attribute or made any election with respect to Taxes; (m) made any material change in its working capital practices generally, including accelerating any collections of cash or accounts receivable or deferring payments or accruals; (n) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, liability other than in the ordinary course of business; (vio) acquired by merging had a judgment entered or consolidating withsettled any Litigation resulting in a loss, payment or by purchasing a substantial portion other cost, after receipt of insurance payments, individually or in the assets aggregate, in excess of Twenty-Five Thousand Dollars ($25,000); (p) amended Sellers' or Nextera's Formation Documents or altered through merger, liquidation, reorganization, restructuring or in any other fashion its respective corporate structure or ownership; (q) made any modification, waiver, change, amendment, release, rescission or termination of, or by purchasing all of or substantial equity interests inaccord and satisfaction with respect to, any material contract, agreement, license or other person or its business or acquired any instrument to which Sellers are a party, including all material assetscustomer/consulting agreements, other than assets acquired any satisfaction by performance in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection accordance with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications terms thereof in the ordinary course of business; (xr) accelerated the time of collection of entered into or granted amended in an adverse manner any offsetagreement which had non-competition, counterclaim geographical restriction or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of businesssimilar covenants that would be material; or (xis) agreed to take any of the foregoing actions other than as permitted hereunder or committed any action which would reasonably be expected to agree to do any act described in clauses (i) through (x) aboveprevent or delay the consummation of the transactions contemplated by this Agreement.

Absence of Certain Changes or Events. To Seller's knowledge (aexcept with respect to items 4.3(b), (e) Since the date of and (i) which are not qualified by knowledge), since the Balance SheetSheet Date, unless otherwise indicated in Seller's Disclosure Schedule, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries hasany: (a) (i) amended its organizational documents; (ii) declared, set aside increase in compensation payable or paid to become payable to any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested employees of Seller or any bonus payment made a capital contribution of or promised to any amount to or in any Person, such employee other than advances in the ordinary course of businessbusiness and consistent with past practices (other than an increase in the compensation of the general manager in accordance with the practices of Seller's and its Affiliates as a group), or (ii) material change in personnel policies, insurance, retirement, health or other employee benefits or any other compensation arrangements affecting such employees; (ivb) soldsale, assignedassignment or transfer of any of the Assets, pledged, disposed of singly or otherwise transferred, or suffered or permitted an Encumbrance in the aggregate (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of businessbusiness and consistent with past practice when replaced by assets of substantially equivalent value and function); (vc) incurred or assumed any Indebtedness or guarantee cancellation of any such Indebtedness, repaid any Indebtedness indebtedness or guarantee waiver of any Indebtednessrights of material value to Seller, except in the ordinary course of business and consistent with past practice; (d) amendment, cancellation or termination of any Contract, Governmental Authorization or other instrument material to the operation of the Systems; (e) change in accounting methods or practices by Seller; (f) damage, destruction or loss not covered by insurance, materially and adversely affecting the Assets; (g) imposition of any material Encumbrance on any of the Assets; (h) capital expenditures by Seller, or cancelled incurrence of an obligation to make any material Indebtednesscapital expenditures, involving payments in each caseexcess of $250,000 in the aggregate, other than as (i) set forth in the Capital Expenditures Summary, (ii) required in order to replace damaged or inoperable equipment which is necessary to the continued operation of the Systems as currently configured or (iii) authorized by Buyer in writing (which shall not be unreasonably conditioned or withheld); (i) amendment of Seller's Articles of Incorporation or Bylaws; or (j) payment, discharge or satisfaction of Liabilities, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection and consistent with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree to do any act described in clauses (i) through (x) abovepast practice.

Absence of Certain Changes or Events. (a) Since June 30, 2006 through the date of the Balance Sheetthis Agreement, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business except as set forth on Schedule 3.5 of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance SheetDisclosure Schedule, neither the Company nor any of its Subsidiaries the Subsidiary has: (i) amended its organizational documents; (ii) declared, set aside or paid any dividend or : made any material change in the accounting methods or practices it follows other distribution to than as required by Law or GAAP; made any capital expenditures or commitments exceeding $20,000 per expenditure or commitment, or $100,000 in the holders aggregate in respect of the equity interests Business; sold, assigned, transferred or licensed any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, in each case used in connection with the Company; (iii) loanedBusiness, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances except nonexclusive licenses in the ordinary course of business; (iv) business consistent with past practice; sold, assignedleased, pledgedlicensed, disposed of or otherwise transferred, or suffered otherwise disposed of any of its properties or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assetsassets primarily used in the Business, in each case, other than assets that are obsolete except Inventory sold or no longer useful to the business of the Company or its Subsidiaries transferred in the ordinary course of business; business consistent with past practice and obsolete or worn out equipment sold or otherwise disposed of in a manner consistent with past practice which was not otherwise material (vindividually or in the aggregate) to the Business, or canceled any material indebtedness or waived any material claims or rights of material value; suffered any damage to or destruction or casualty of (whether or not covered by insurance) any asset individually or in the aggregate material to the operation of the Business; failed to pay any creditor any amount arising from the operation of the Business owed to such creditor when due, other than good faith disputes and trade payables arising in the ordinary course of business and not past due more than sixty (60) days; failed to discharge or satisfy any Lien on any of the Acquired Assets other than Permitted Liens at or prior to the time that the obligation with respect to such Lien became due; defaulted on any material obligation relating to the conduct or operation of the Business without curing such default; granted any allowances or discounts with respect to the Business outside the ordinary course of business consistent with past practice or sold Inventory materially in excess of reasonably anticipated consumption for the near term outside the ordinary course of business consistent with past practice; incurred or assumed any Indebtedness Liabilities with respect to the Business other than in the ordinary course of business consistent with past practice and Liabilities that are not Assumed Liabilities; amended, cancelled or guarantee of terminated any such Indebtedness, repaid Assumed Contract or Permit that is an Acquired Asset or entered into any Indebtedness Material Contract or guarantee of obtained any Indebtedness, or cancelled any material Indebtedness, in each casePermit primarily related to the Business, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of business and consistent with past practices; failed to carry on the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired Business in the ordinary course of business or capital assets permitted and consistent with past practices so as to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) preserve the Acquired Assets and the Business and the goodwill of the Disclosure Schedules; (viii) commenced any litigationsuppliers, other than (A) litigation in connection customers, distributors and others having business relations with the collection of accounts receivable Business; or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real propertyagreement or commitment, other than renewals whether in respect of existing Leased Real Property in the ordinary course of businesswriting or otherwise, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree to do any act described in clauses (i) through (x) aboveof foregoing.

Absence of Certain Changes or Events. Since the Balance Sheet Date (and in the case of actions referenced in clauses (g) and (h) of this Section 3.18, for the period ending on the Effective Date), Sellers have conducted their business and operations in the ordinary course and, except as disclosed on Schedule 3.18, have not: (a) Since made any material increase in compensation paid, payable or to become payable to any of its employees other than those in the date normal and usual course of business or in connection with any change in an employee’s responsibilities, or promised, declared, paid or accrued any bonus payment to any of the Balance SheetFCC Employees, there has not occurred or made any Material Adverse Effect with respect to material change in personnel policies, employee benefits, or other compensation arrangements affecting the Company FCC Employees (including the promise or its Subsidiaries.award of additional vacation time); (b) Since the date made any sale, assignment, lease, or other transfer of the Balance Sheet, WEMT License Assets owned or used in the business having a fair market value in excess of the Company and its Subsidiaries has been conducted Twenty-five Thousand Dollars ($25,000) in the ordinary course and in substantially the same manner aggregate for all such WEMT License Assets, except (A) as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries has: (i) amended its organizational documents; (ii) declared, set aside or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances required under existing Contracts in the ordinary course of business; , (ivB) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection acquisition of accounts receivable similar or replacement WEMT License Assets, (BC) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property inventory sold in the ordinary course of business, or amended(D) obsolete WEMT License Assets or other WEMT License Assets not used in the business; (c) incurred any material loss of or to the WEMT License Assets (whether or not covered by insurance), supplemented, otherwise modified or terminated voluntarily waived any lease governing Leased Real Property, material rights or voluntarily cancelled any debts or claims other than amendments, supplements in settlement of claims or other modifications debts in the ordinary course of businessbusiness not exceeding Twenty-five Thousand Dollars ($25,000) in the aggregate for all such rights, debts or claims so settled during such period; (xd) accelerated the time of collection of or granted made any offset, counterclaim or discount against changes in Sellers’ accounting practices; (e) suffered any accounts receivable, extended the time of payment of any accounts payable, writtenwrite-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory any WEMT License Assets to the extent exceeding Twenty-five Thousand Dollars ($25,000) in the aggregate during such period; (f) transferred or equipmentgranted any right under or entered into any settlement regarding the breach or infringement of any license, patent, copyright, trademark, trade name, domain name, franchise, or similar right or modified any existing right; (g) made any amendment of any material term of, or terminated or failed to renew (in accordance with its terms), in each case except in the ordinary course of businessany Assumed Contract or License; or (xih) agreed or committed to agree to do suffered any act described in clauses (i) through (x) aboveMaterial Adverse Effect.

Absence of Certain Changes or Events. (a) Since Except as set forth on Schedule 3.8, since the date of the Balance Sheet, Unaudited Financial Statements there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries hasany: (ia) amended its organizational documents; change in Seller's condition (ii) declaredfinancial or otherwise), set aside assets, liabilities, working capital, reserves, earnings, business or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loanedprospects, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances except for changes in the ordinary course of businessbusiness which changes have not, individually or in the aggregate, been materially adverse; (ivb) soldsale, assigned, pledged, disposed assignment or transfer of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company assets of Seller used in connection with the Business, which is material singly or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each caseaggregate, other than in the ordinary course of business, or discontinuance of any service provided by the Business; (vic) acquired by merging cancellation of any indebtedness or consolidating withwaiver of any rights of substantial value to Seller, whether or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property not in the ordinary course of business, with respect to the Business; (d) amendment, cancellation or amendedtermination of any Contract, supplemented, otherwise modified license or terminated other instrument required to be set forth on Schedules 3.13 or 3.16; (e) capital expenditure or the execution of any lease governing Leased Real Propertyor any incurring of liability therefor, involving payments, in the aggregate, or at an annualized rate, of $5,000 or more; (f) failure to pay any obligation of Seller, except where such failure would not have a Seller Material Adverse Effect; (g) failure to operate the Business in the ordinary course; (h) change in accounting methods or practices by Seller affecting its assets, liabilities or business (whether for accounting or tax purposes); (i) revaluation by Seller of any of its assets used in connection with the Business, including without limitation, writing off notes or accounts receivable, other than amendments, supplements or other modifications in the ordinary course of businessbusiness consistent with past practices; (xj) accelerated damage, destruction or loss (whether or not covered by insurance) affecting the time of collection of Acquired Assets; (k) mortgage, pledge, grant or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment creation of any accounts payableEncumbrance on any Acquired Asset; (l) material change in the collection, written-down payment or written-off any inventory credit experience, accounting practices, procedures or revalued any methods of its assets (including writing down (Seller with respect to the Business or up) in the cash management practices of Seller in the operation of the value Business; (m) indebtedness incurred by Seller for borrowed money or any commitment to borrow money entered into by Seller in connection with the Business, or any loans made or agreed to be made by Seller in connection with the Business; (n) there has been no material changes in the amount or scope of inventory coverage of insurance now carried by Seller in connection with the Business; (o) liabilities incurred or equipment), assumed by Seller in each case connection with the Business involving $5,000 or more except in the ordinary course of businessbusiness and consistent with past practice, or any increase or change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves, except as set forth on Schedule 3.8; (p) payment, discharge or satisfaction of any liabilities with respect to the Business in excess of $5,000, other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities that are reflected or reserved against in the Unaudited Financial Statements or incurred in the ordinary course of business and consistent with past practice since the date of the Unaudited Financial Statements; (q) agreement or commitment by Seller to do any of the foregoing; or (xir) agreed other event or committed condition of any character (other than acts of God or general economic or political conditions) which in any one case or in the aggregate has materially and adversely affected, or any event or condition (other than acts of God or general economic or political conditions) which it is reasonable to agree to do expect will, in any act described one case or in clauses the aggregate, affect the Acquired Assets or materially and adversely affect in the future, the condition (i) through financial or otherwise), assets, liabilities, working capital, reserves, earnings, business or prospects of Seller (x) aboveincluding, without limitation, Seller's relationships with its customers).

Absence of Certain Changes or Events. (a) Since Except as set forth on Schedule ------------------------------------ -------- 4.9, since the date of the Latest Balance Sheet, each of the Company and the --- Company Subsidiaries has conducted its business only in the ordinary course consistent with past custom and practices. Except as set forth on Schedule 4.9, ------------ since the date of the Latest Balance Sheet, there has not occurred any Material Adverse Effect with respect to been any: (a) material adverse change in the operations, condition (financial or otherwise), operating results, assets, liabilities, employee, or client relations or prospects of the Company or its Subsidiaries.any Company Subsidiary; (b) Since damage, destruction or loss of any property owned by the date Company or any Company Subsidiary, or used in the operation of the Business, whether or not covered by insurance, having a replacement cost or fair market value in excess of five percent (5%) of the amount of net property, plant and equipment shown on the Latest Balance Sheet, in the business aggregate; (c) voluntary or involuntary sale, transfer, surrender, cancellation, abandonment, waiver, release or other disposition of any kind by the Company and its Subsidiaries has been conducted or any Company Subsidiary of any right, power, claim, debt, except the collection of accounts in the ordinary course of business consistent with past custom and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries has: (i) amended its organizational documentspractices; (iid) declaredstrike, set aside picketing, boycott, work stoppage, union organizational activity, allegation, charge or paid any dividend complaint of employment discrimination or made any other distribution labor dispute or similar occurrence that is reasonably expected to the holders of the equity interests in adversely affect the Company, a Company Subsidiary or the Business; (iiie) loaned, advanced, invested loan or made a capital contribution of advance by the Company or any amount Company Subsidiary to or in any Person, other than advances as a result of services performed for, or expenses properly and reasonably advanced for the benefit of, customers in the ordinary course of businessbusiness consistent with past custom and practices; (ivf) soldnotice received (formal or otherwise) of any liability, assignedpotential liability or claimed liability relating to environmental matters; (g) except for cash distributions which do not reduce the Company's Net Working Capital below the Target, pledgeddeclaration, disposed of or otherwise transferredsetting aside, or suffered payment of any dividend or permitted an Encumbrance (other than a Permitted Encumbrance) to exist distribution in respect of the Company's capital stock or other equity interests or any direct or indirect redemption, purchase, or other acquisition of the Company's or any Company Subsidiary's capital stock or other equity interests, or the payment of principal or interest on any assetsnote, bond, debt instrument or debt to any Affiliate (as defined in each case, other than assets that are obsolete or no longer useful to the business Section 15.4) of the Company or its Subsidiaries any Company ------------ Subsidiary, except bonuses and year-end distributions to employees and Stockholders disclosed to CenterPoint in writing that are consistent with the Company's past custom and practices or as otherwise contemplated by this Agreement; (h) incurrence by the Company or any Company Subsidiary of debts, liabilities or obligations except current liabilities incurred in connection with or for services rendered or goods supplied in the ordinary course of businessbusiness consistent with past custom and practices, liabilities on account of taxes and governmental charges (but not penalties, interest or fines in respect thereof), and obligations or liabilities incurred by virtue of the execution of this Agreement; (vi) incurred issuance by the Company or assumed any Indebtedness or guarantee Company Subsidiary of any such Indebtednessnotes, repaid any Indebtedness or guarantee of any Indebtednessbonds, or cancelled other debt securities or any equity securities or securities convertible into or exchangeable for any equity securities; (j) entry by the Company or any Company Subsidiary into, or amendment or termination of, any material Indebtednesscommitment, in each casecontract, agreement, or transaction, other than in the ordinary course of businessbusiness and other than expiration of contracts in accordance with their terms; (vik) acquired by merging or consolidating withloss or, or by purchasing a substantial portion to the best of the assets knowledge, threatened loss of, or by purchasing all of any material reduction or substantial equity interests inthreatened material reduction in revenues from, any other person client of the Company or its business any Company Subsidiary that accounted for revenues during the last twelve months in excess of one percent (1%) of the consolidated net revenues of the Company and the Company Subsidiaries, or acquired change in the relationship of the Company or any Company Subsidiary with any client or Governmental Authority that is reasonably expected to adversely affect the Company, any Company Subsidiary or the Business; (l) change in accounting principles, methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) utilized by the Company or any Company Subsidiary; (m) discharge or satisfaction by the Company or any Company Subsidiary of any material assetsliability or encumbrance or payment by the Company or any Company Subsidiary of any material obligation or liability, other than assets acquired current liabilities paid in the ordinary course of its business or capital assets permitted to be acquired pursuant to clause (vii) belowconsistent with past custom and practices; (viin) incurred sale, lease or other disposition by the Company or any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(viiCompany Subsidiary of any tangible assets (having an aggregate replacement cost or fair market value in excess of five percent (5%) of the Disclosure Schedules; (viiiamount of net property, plant and equipment shown on the Latest Balance Sheet) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amendedthe sale, supplementedassignment or transfer by the Company or any Company Subsidiary of any trademarks, otherwise modified service marks, trade names, corporate names, copyright registrations, trade secrets or terminated other intangible assets or disclosure of any lease governing Leased Real Property, proprietary confidential information of the Company or any Company Subsidiary to any Person other than amendmentsan employee, supplements agent, attorney, accountant or other modifications representative of the Company that has agreed in writing to maintain the ordinary course confidentiality of businessany such proprietary confidential information; (xo) accelerated capital expenditures or commitments therefor by the time Company or any Company Subsidiary in excess of collection of $50,000 individually or granted any offset$100,000 in the aggregate; (p) mortgage, counterclaim pledge or discount against any accounts receivable, extended the time of payment other encumbrance of any accounts payableasset of the Company or any Company Subsidiary or creation of any easements, written-down Liens or written-off any inventory other interests against or revalued on any of its assets the Real Property (including writing down as defined in Section ------- 4. (q) adoption, amendment or uptermination of any Employee Plan (as defined in Section 4.17.5(a)) or increase in the benefits provided under ------------------ any Employee Plan, or promise or commitment to undertake any of the value of inventory or equipment), in each case except foregoing in the ordinary course of businessfuture; or (xir) agreed an occurrence or committed to agree to do any act described event not included in clauses (ia) through (xq) abovethat has resulted or, based on information of which the Company has Knowledge, is reasonably expected to result in a Company Material Adverse Effect.

Absence of Certain Changes or Events. (a) Since Except as expressly permitted by this Agreement or as otherwise disclosed, since the date of the Balance Sheet to the date hereof, BAYOU ROAD and each of its Subsidiaries have conducted their respective businesses only in the ordinary and usual course consistent with past practice, and there has not been any change or development, or combination of changes or developments, which has had a BAYOU ROAD Material Adverse Effect. Without limiting the generality of the foregoing, except as otherwise disclosed, except for those actions after the date of this Agreement permitted by this Agreement and except as entered into or effected in the ordinary course consistent with past practice, neither BAYOU ROAD nor any of its Subsidiaries has since the date of the Balance Sheet, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries has: (i) amended its organizational documentsincurred any material damage, destruction or loss; (ii) declared, set aside or paid any dividend or made any other distribution to the holders material changes in its customary methods of the equity interests in the Companyoperations, including, without limitation, its marketing; (iii) loaned, advanced, invested increased the compensation or made a capital contribution of any amount benefits payable by it to its employees generally except for increases in compensation or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired benefits in the ordinary course of business consistent with past practice which are not, individually or capital assets permitted in the aggregate, material to be BAYOU ROAD or such Subsidiary; (iv) made any payment or distribution to any affiliate, including, without limitation, any repayment of any Indebtedness (as hereinafter defined), except for (A) payments or distributions by a wholly owned Subsidiary of BAYOU ROAD (defined to include any Subsidiary all of whose shares are owned directly or indirectly by BAYOU ROAD other than nominee, director qualifying or similar shares) to BAYOU ROAD or another wholly owned Subsidiary of BAYOU ROAD, (B) payments of cash dividends on the BAYOU ROAD Common Stock quarterly and immediately prior to the Closing and otherwise in accordance with the terms thereof and (C) salary payments to officers, directors and consultants; (v) merged or consolidated with, or acquired pursuant to clause an interest having a value in excess of $10,000 in, any person; (viivi) belowentered into any material joint venture, partnership or other similar arrangement with any person; (vii) incurred terminated, discontinued, closed or disposed of any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedulesmaterial facility or any material business operation; (viii) commenced issued, sold or redeemed any litigationcapital stock, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suitsnotes, actions bonds or other proceedings commenced against securities, or any option, warrant, stock appreciation right or other right to acquire the Company or its Subsidiariessame; (ix) entered into declared or paid any lease of real property, dividends or other than renewals distributions in respect of existing Leased Real Property in the ordinary course its capital stock (except for declarations and payments of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements dividends or other modifications in the ordinary course distributions by a wholly owned Subsidiary of businessBAYOU ROAD to BAYOU ROAD or another wholly owned Subsidiary of BAYOU ROAD; (x) accelerated the time of collection of amended, terminated, cancelled or granted compromised any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued undisputed material claims; (xi) allowed any of its assets material Permits (including writing down as hereinafter defined) to lapse or terminate or failed to renew any of its material Permits; (xii) amended or up) of the value of inventory or equipment)modified, in each case except any material respect, or consented to the early termination of, any material Contract; (xiii) amended its Certificate of Incorporation or By-laws; (xiv) made any change in the ordinary course of businessfinancial or accounting practices or policies customarily followed by it (other than changes required by GAAP) or made any material election with respect to Taxes (as hereinafter defined); (xv) entered into any material Contract or other material transaction; or (xixvi) agreed in writing or committed to agree otherwise to do any act described in clauses (i) through (x) aboveof the foregoing.

Absence of Certain Changes or Events. (a) Since the date of the Balance SheetDecember 31, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet2004, the business of the Company and its Subsidiaries has been conducted except as set forth in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance SheetSchedule 4.21, neither the Company nor any of its Subsidiaries Company Subsidiary has: (ia) amended its organizational documents; (ii) declaredtaken any action or entered into or agreed to enter into any transaction, set aside agreement or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, commitment other than in the ordinary course of business; (vib) acquired forgiven or cancelled any material Indebtedness or waived any material claims or rights of material value (including, without limitation, any Indebtedness owing by merging any shareholder, officer, director, employee or consolidating with, or by purchasing a substantial portion affiliate of the assets of, Company or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, Company Subsidiary); (c) other than assets acquired in the ordinary course of business and in connection with regularly scheduled salary increases and except as referred to in this Agreement or capital assets permitted to be acquired pursuant to clause (vii) belowcontemplated hereby, entered into any employment or consulting contract or commitment or granted any increase in the compensation of directors, officers, employees or consultants; (viid) borrowed or agreed to borrow any funds, assumed or become subject to, whether directly or by way of guarantee or otherwise, any liabilities or obligations, or incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable liabilities or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications obligations except liabilities and obligations incurred in the ordinary course of business; (xe) accelerated paid, discharged or satisfied any claims, liabilities or obligations other than the time payment, discharge or satisfaction in the ordinary course of collection business and consistent with past practice of claims, liabilities and obligations reflected or granted any offsetreserved against in the Reference Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the date of the Reference Balance Sheet; (f) sold, counterclaim transferred or discount against any accounts receivable, extended the time otherwise disposed of payment of any accounts payable, written-down or written-off any inventory or revalued any of its properties, inventory or assets (including writing down (real, personal or upmixed, tangible or intangible) with an aggregate net book value in excess of the value of inventory or equipment)$[***], in each case except in the ordinary course of business consistent with past practices; (g) permitted or allowed any of its property or assets to be subjected to any Lien, except for Permitted Encumbrances and Liens for current Taxes not yet due; (h) except in the ordinary course of business consistent with past practices, entered or amended any contract or agreement to which the Company or any Company Subsidiary is a party that requires, in accordance with its terms, future payments in excess of $[***] or that is not cancelable with less than 60 days’ notice, or any other written Material Contract; (i) terminated or suffered the termination of any contract or agreement to which the Company or any Company Subsidiary is a party that requires, in accordance with its terms, future payments in excess of $[***] or that is not cancelable with less than 60 days’ notice, or any other written Material Contract; (j) except in the ordinary course of business consistent with past practices, made any single capital expenditure or commitment in excess of $[***] for additions to property, plant, equipment or intangible capital assets; (k) made any change in any method of accounting or accounting practice or internal control procedure; (l) issued any capital stock, other securities or options or other rights to acquire capital stock or other securities, or declared, paid or set aside for payment any dividend * Confidential Treatment Requested -26- or other distribution in respect of its capital stock, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of the Company or any Company Subsidiary, or otherwise permitted the withdrawal by any of the holders of capital stock of the Company or any Company Subsidiary of any cash or other assets (real, personal or mixed, tangible or intangible), in compensation, indebtedness or otherwise, other than payments of compensation in the ordinary course of business; (m) suffered any Company Material Adverse Effect, and, to the Knowledge of the Company, no fact or condition exists or is threatened that might reasonably be expected to cause a Company Material Adverse Effect in the future; (n) suffered any material damage, destruction or casualty loss (whether or not covered by insurance) or condemnation, taking or other similar proceeding; or (xio) agreed agreed, whether in writing or committed otherwise, to agree to do take any act action described in clauses (i) through (x) abovethis Section 4.21.

Absence of Certain Changes or Events. Except as disclosed in the Trunkbow Financial Statements or in the Trunkbow Disclosure Letter, from December 31, 2008 to the date of this Agreement, Trunkbow has conducted its business only in the ordinary course, and during such period there has not been: (a) Since the date of the Balance Sheet, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted change in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date assets, liabilities, financial condition or operating results of the Balance Sheet, neither the Company nor Trunkbow or any of its Subsidiaries has: (i) amended its organizational documents; (ii) declaredsubsidiaries, set aside or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired except changes in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) belowthat have not caused, in the aggregate, a Trunkbow Material Adverse Effect; (viib) incurred any capital expenditure excluding for purposes hereofdamage, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedulesdestruction or loss, whether or not covered by insurance, that would have a Trunkbow Material Adverse Effect; (viiic) commenced any litigation, other than (A) litigation in connection with the collection waiver or compromise by Trunkbow or any of accounts receivable its subsidiaries of a valuable right or (B) litigation as of a result of suits, actions or other proceedings commenced against the Company or its Subsidiariesmaterial debt owed to it; (ixd) entered into any lease satisfaction or discharge of real propertyany lien, other than renewals in respect of existing Leased Real Property in the ordinary course of businessclaim, or amended, supplemented, otherwise modified encumbrance or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down obligation by Trunkbow or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment)subsidiaries, in each case except in the ordinary course of business and the satisfaction or discharge of which would not have a Trunkbow Material Adverse Effect; (e) any material change to a material Contract by which Trunkbow or any of its subsidiaries or any of its respective assets is bound or subject; (f) any mortgage, pledge, transfer of a security interest in, or lien, created by Trunkbow or any of its subsidiaries, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair Trunkbow’s or its subsidiaries’ ownership or use of such property or assets; (g) any loans or guarantees made by Trunkbow or any of its subsidiaries to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (h) any alteration of Trunkbow’s method of accounting or the identity of its auditors; (i) any declaration or payment of dividend or distribution of cash or other property to the Shareholders or any purchase, redemption or agreements to purchase or redeem any Trunkbow Stock; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Trunkbow stock option plans; or (xik) agreed any arrangement or committed to agree commitment by Trunkbow or any of its subsidiaries to do any act of the things described in clauses (i) through (x) abovethis Section 3.22.

Absence of Certain Changes or Events. Since the Balance Sheet Date, except (i) as otherwise set forth on Schedule 2.07 or (ii) as otherwise expressly contemplated by this Agreement, the Company has not: (a) Since the date changed or amended its Articles of the Balance Sheet, there has not occurred any Material Adverse Effect with respect to the Company Incorporation or its Subsidiaries.Bylaws; (b) Since the date incurred any obligation, debt or liability (whether fixed, absolute, accrued, contingent, known or unknown, or otherwise, of the Balance Sheetany kind or nature whatsoever), the except trade payables and other business obligations (other than to Related Parties or any guarantees, obligations in respect of the Company and its Subsidiaries has been conducted letters of credit or debt for borrowed money) incurred in the ordinary course of business and in substantially the same manner as previously conducted.consistent with past practice; (c) Since discharged or satisfied any Lien or paid any obligation, debt or liability (whether fixed, absolute, accrued, contingent, secured and unsecured, known or unknown, or otherwise, and whether due or to become due, of any kind or nature whatsoever), other than payments of obligations, debts or liabilities (other than guarantees, obligations in respect of letters of credit or debt for borrowed money) in the date ordinary course of the Balance Sheetbusiness and consistent with past practice; (d) mortgaged, neither the Company nor pledged or subjected to any Lien (other than Permitted Liens) any of its Subsidiaries has: (i) amended its organizational documentsassets or properties; (iie) transferred, leased or otherwise disposed of any of its assets or properties except to persons other than Related Parties for fair consideration in the ordinary course of business and consistent with past practice, or acquired any assets or properties, except from persons other than Related Parties in the ordinary course of business and consistent with past practice; (f) declared, set aside or paid any dividend distribution (whether in cash, stock or made property or any other distribution combination thereof) in respect of its capital stock or redeemed or otherwise acquired any of its capital stock or split, combined or otherwise similarly changed its capital stock or authorized the creation or issuance of or issued or sold any capital stock or any securities or obligations convertible into or exchangeable therefor, or given any person any right to the holders of the equity interests in acquire any capital stock from the Company, or agreed to take any such action; (iiig) loaned, advanced, invested made any loan or made investment of a capital contribution nature, whether by purchase of any amount stock or securities, contributions to capital, property transfers or otherwise, in any Personother partnership, corporation or other entity or person; (h) canceled or compromised any debt or claim, other than advances debts of or claims against persons other than Related Parties in the ordinary course of businessbusiness consistent with past practice; (ivi) soldwaived or released any rights of material value, assignedincluding without limitation, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of businessIntangible Rights; (vj) incurred transferred or assumed granted any Indebtedness rights under or guarantee with respect to any Intangible Rights, or permitted any license, permit or other form of authorization relating to an Intangible Right to lapse; (k) made or granted any wage, salary or benefit increase or bonus payment applicable to any group or classification of employees generally, entered into or amended the terms of any such Indebtednessemployment contract with, repaid or made any Indebtedness loan to, or guarantee grant any severance benefits to, or entered into or amended the terms of any Indebtednesstransaction of any other nature with, or cancelled any Related Party; (l) suffered any material Indebtednesscasualty loss or damage (whether or not such loss or damage shall have been covered by insurance); (m) surrendered, in each casehad revoked or had terminated, any Governmental Permit or other material approval, authorization or consent from any court, administrative agency or other governmental authority; (n) delayed, postponed or otherwise failed to pay amounts owed or satisfy other liabilities when due, other than in the ordinary course of businessbusiness and consistent with past practice; (vio) acquired by merging changed accounting methods or consolidating with, practices or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material revalued assets, liabilities or reserves or changed the calculation of bad debt, allowances, contingencies or other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below;reserves; or (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ixp) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, agreement or amended, supplemented, otherwise modified or terminated commitment to take any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree to do any act action described in clauses (i) through (x) abovethis Section 2.07.

Absence of Certain Changes or Events. (a) Since the date of the Balance SheetSheet Date, there has not been, occurred or arisen any: (a) Transaction by Seller or any Material Adverse Effect with respect of its subsidiaries related to the Company Business or its Subsidiaries.the Acquired Assets except in the ordinary course of business as conducted prior to that date and consistent with past practices; (b) Since Destruction of, damage to, or loss of any material asset, business or customer of Seller or any of its subsidiaries related to the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted.Business (whether or not covered by insurance); (c) Since the date of the Balance Sheet, neither the Company nor Material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Seller or any of its Subsidiaries has: (i) amended its organizational documentssubsidiaries related to the Business or the Acquired Assets; (iid) declared, set aside or paid Revaluation by Seller of any dividend or made any other distribution to the holders of the equity interests Acquired Assets (whether tangible or intangible), including write-off of notes or accounts receivable of the Business in the Companyany individual amount in excess of $25,000 or in an aggregate amount in excess of $100,000; (iiie) loanedExcept as may be required by existing executive and employee compensation plans, advanced, invested mandated by Law or made a capital contribution of any amount to or in any Person, other than advances consistent with past practices in the ordinary course of business, increase in the salary or other compensation payable or to become payable by Seller or any of its subsidiaries to any Business Employee, or the declaration, payment or commitment or obligation of any kind for the payment (whether in cash, stock or otherwise) by Seller or any of its subsidiaries of a severance payment, termination payment, bonus or other additional salary or compensation to any Business Employee; (ivf) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other Other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of businessbusiness consistent with past practices, sale, lease, license or other disposition of any of the material assets (whether tangible or intangible) or properties of Seller or any of its subsidiaries related to the Business, including the sale of any accounts receivable of Seller or any of its subsidiaries related to the Business, or any creation of any material security interest in the Acquired Assets; (vg) incurred The commencement, settlement or assumed any Indebtedness or guarantee notice or, to Seller's Knowledge, threat, of any such Indebtednesslawsuit, repaid proceeding or other investigation against Seller or any Indebtedness of its subsidiaries related to the Business or guarantee the Acquired Assets, or, to Seller's Knowledge, any reasonable basis for any of any Indebtedness, or cancelled any material Indebtednessthe foregoing, in each casecase which would reasonably be expected to have a Material Adverse Effect on the Business; (h) Sale, license or transfer of any Intellectual Property Rights of Seller or Tekelec Japan related to the Business, the Acquired Assets, the Tekelec Japan Intellectual Property, the Tekelec Japan Technology, the Licensed Intellectual Property or the Licensed Technology, or entering into any agreement with respect to such Intellectual Property Rights with any Person, other than non-exclusive licenses granted to end-user customers in the ordinary course of business consistent with past practices or (ii) purchase or license of any Intellectual Property Rights or entering into any agreement with respect to the Intellectual Property Rights of any Person related to the Business or the Acquired Assets other than in the ordinary course of business and consistent with past practice, (iii) entering into any agreement with respect to the development of any Intellectual Property Rights with a third party related to the Business or the Acquired Assets other than in the ordinary course of business and consistent with past practice, or (iv) material change in pricing or royalties set or charged by Seller to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property to Seller related to the Business or the Acquired Assets, other than in the ordinary course of businessbusiness consistent with past practice or as may be disclosed in the Consent Required Contracts and Transferred Contracts listed in Schedule 1.1(kk) or Schedule 1.1(bbbbbb), respectively, copies of which have been delivered to Buyer; (vii) acquired by merging Agreement or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, material modification to any agreement pursuant to which any other person Person was granted marketing, distribution, development or similar rights of any type or scope with respect to any products or technology of Seller or its business subsidiaries related to the Business or acquired any material assetsthe Acquired Assets, other than assets acquired in the ordinary course of business consistent with past practice or capital assets permitted to be acquired pursuant to clause (vii) belowany agreement or material modification to any agreement, a copy of which has been provided to Buyer); (viij) incurred Any event or condition of any capital expenditure excluding for purposes hereofcharacter that has had or, capital expenditures set forth to the Knowledge of Seller, is reasonably likely to have a Material Adverse Effect on Schedule 4.6(c)(vii) of the Disclosure SchedulesBusiness; (viiik) commenced any litigation, other than (A) litigation in connection with Any material modification of the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against Lease Agreements for the Company or its SubsidiariesLeased Real Property; (ixl) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, Change or amended, supplemented, otherwise modified amendment to a Contract or terminated any lease governing Leased Real Property, other than amendments, supplements arrangement by which Seller or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its material assets (including writing down (or up) of properties is bound or subject which is material to Seller and its subsidiaries related to the value of inventory or equipment), in each case except in the ordinary course of businessBusiness; or (xim) agreed Agreement by Seller or committed to agree any of its subsidiaries to do any act of the things described in the preceding clauses (ia) through (xl) aboveof this Section 4.11 (other than negotiations with Buyer and its representatives regarding the transactions contemplated by this Agreement and the Ancillary Agreements).

Absence of Certain Changes or Events. Since December 31, 1999: (a) Since the date of the Balance Sheet, there has not occurred been any Material Adverse Effect with respect to the Company or its Subsidiaries.on Seller; (b) Since there has not been any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Seller's capital stock, or any purchase, redemption or other acquisition by Seller of any of Seller's capital stock or any other securities of Seller or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the date terms of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted.their pre-existing stock option or purchase agreements; (c) Since there has not been any granting by Seller of any increase in compensation or fringe benefits, except for normal increases of cash compensation to non-officer employees in the date Ordinary Course of Business consistent with past practice, or any payment by Seller of any bonus, except for bonuses made to non-officer employees in the Ordinary Course of Business consistent with past practice, or any granting by Seller of any increase in severance or termination pay or any entry by Seller into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Seller of the Balance Sheetnature contemplated hereby; (d) the Seller has not entered into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.20); (e) there has not been any material change by Seller in its accounting methods, neither the Company nor principles or practices, except as required by concurrent changes in GAAP; (f) there has not been any revaluation by Seller of any of its Subsidiaries has: (i) amended its organizational documents; (ii) declaredassets, set aside including, without limitation, writing down the value of capitalized inventory or paid writing off notes or accounts receivable or any dividend or made any other distribution to the holders sale of assets of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, Seller other than in the ordinary course Ordinary Course of businessBusiness; (vig) the Seller has not sold, leased, transferred, or assigned any assets or properties, tangible or intangible, outside the Ordinary Course of Business (as defined below); (h) the Seller has not acquired or agreed to acquire by merging or consolidating with, or by purchasing any equity interest in or a substantial portion of the assets of, or by purchasing all of or substantial equity interests inany other manner, any other person or its business or acquired any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or enter into any joint ventures, strategic partnerships or alliances; (i) Seller has not entered into, assumed or become bound under or obligated by any agreement, contract, lease or commitment (collectively a "SELLER AGREEMENT") or extended or modified the terms of any Seller Agreement which (i) involves the payment of greater than $10,000 per annum, (ii) involves any payment or obligation to any affiliate of the Seller other than in the Ordinary Course of Business, (iii) involves the sale of any material assets, or (iv) involves any license of any Seller Intellectual Property; (j) no party (including the Seller) has accelerated, terminated, made modifications to, or canceled any agreement, contract, lease, or license to which the Seller is a party or by which it is bound and the Seller has not modified, canceled or waived or settled any debts or claims held by it, outside the Ordinary Course of Business, or waived or settled any rights or claims of a substantial value, whether or not in the Ordinary Course of Business; (k) none of the assets of the Seller, tangible or intangible, has become subject to any Lien (other than assets acquired in the ordinary course Ordinary Course of business or capital assets permitted Business which became subject to be a bank lien under an after-acquired pursuant to clause (vii) belowproperty clause); (viil) incurred the Seller has not made any capital expenditure excluding for purposes hereof, expenditures except in the Ordinary Course of Business and not exceeding $50,000 in the aggregate of all such capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedulesexpenditures; (viiim) commenced the Seller has not made any litigationcapital investment in, or any loan to, any other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiariesperson; (ixn) the Seller has not created, incurred, assumed, prepaid or guaranteed any indebtedness for borrowed money and capitalized lease obligations, or extended or modified any existing indebtedness (other than advances under a pre-existing line of credit); (o) Other than in the Ordinary Course of Business to Customers pursuant to valid License Agreements disclosed in the Schedules hereto, Seller has not granted any license or sublicense of any rights under or with respect to any Seller Intellectual Property (as defined below); (p) there has not been (i) any purchase, redemption, retirement, or other acquisition by the Seller of any shares of any such capital stock or (ii) any declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (q) Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of $10,000 in the aggregate of all such damage, destruction and losses; (r) the Seller has not suffered any repeated, recurring or prolonged shortage, cessation or interruption of communications, customer access, supplies or utility services; (s) Seller has not made any loan to, or entered into any lease other transaction with, or paid any bonuses in excess of real propertyan aggregate of $10,000 to, other any of its affiliates, directors, officers, or employees or their affiliates, and, in any event, any such transaction was on fair and reasonable terms no less favorable to the Seller than renewals would be obtained in respect a comparable arm's length transaction with a Person which is not such a director, officer or employee or affiliate thereof; (t) Seller has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing Leased Real Property such contract or agreement; (u) the Seller has not granted any increase in the ordinary course compensation or fringe benefits of businessany of its directors or officers, or or, except in the Ordinary Course of Business, any of its employees; (v) the Seller has not adopted, amended, supplementedmodified, otherwise modified or terminated any lease governing Leased Real Propertybonus, other than amendmentsprofit sharing, supplements incentive, severance, or other modifications plan, contract, or commitment for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Plan (as defined below)); (w) the Seller has not made any other change in employment terms for any of its directors or officers, and the ordinary course Seller has not made any other change in employment terms for any other employees outside the Ordinary Course of businessBusiness; (x) accelerated the time of collection of Seller has not suffered any adverse change or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment threat of any accounts payableadverse change in its relations with, written-down or written-off any inventory loss or revalued threat of loss of, any of its assets major customers, distributors or partners; (including writing down y) the Seller has not suffered any adverse change or any threat of any adverse change in its relations with, or any loss or threat of loss of, any of it major suppliers; (z) neither the Seller nor the Affiliates have received notice and have no knowledge of any actual or upthreatened labor trouble or strike, or any other occurrence, event or condition of a similar character; (aa) the Seller has not changed any of the value accounting principles followed by it or the method of inventory or equipment), in each case except applying such principles; (bb) Seller has not entered into any transaction other than in the ordinary course Ordinary Course of businessBusiness, except as otherwise disclosed in the Schedules to this Section 2.10; or (xicc) agreed or committed to agree Seller has not become obligated to do any act described in clauses (i) through (x) aboveof the foregoing.

Absence of Certain Changes or Events. Since the Balance Sheet ------------------------------------ Date, in conducting its business and affairs, including but not limited to use and operation of the Company's assets, the Company has not: (a) Since incurred any obligation or liability (contingent or otherwise) except (i) normal trade or business obligations incurred in the date ordinary course of business, the performance of which will not, individually or in the aggregate, have a material adverse effect on the Company's financial condition or results of operations and (ii) obligations under contracts, agreements, leases and easements described in Section 4.7(a) of the Balance SheetDisclosure -------------------------------- Schedule, there has not occurred any Material Adverse Effect with respect to the Company performance of which will not, individually or its Subsidiaries.in the aggregate, -------- have a material adverse effect on the Company's financial condition or results of operations; (b) Since discharged or satisfied any lien or encumbrance or paid any obligation or liability (contingent or otherwise), except (i) current liabilities included in the date of Financial Statements, (ii) current liabilities that have been incurred since the Balance Sheet, the business of the Company and its Subsidiaries has been conducted Sheet Date in the ordinary course of business and consistent with past practices in substantially all material respects and (iii) scheduled payments pursuant to obligations under contracts, agreements, leases and easements described in Section 4.7(a) of the same manner as previously conducted.Disclosure Schedule; ----------------------------------------- (c) Since the date mortgaged, pledged or subjected to any lien, charge, security interest or to any other encumbrance any of the Balance Sheet, neither assets of the Company nor (whether tangible or intangible); (d) made any material additions to, sold, assigned, transferred, conveyed, leased or otherwise disposed of, or agreed to sell, assign, transfer, convey, lease or otherwise dispose of any of its Subsidiaries has: (i) amended its organizational documents; (ii) declaredassets or properties, set aside or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances except for fair consideration in the ordinary course of business; (ive) soldcanceled or compromised any debt or claim, assigned, pledged, disposed except for adjustments made in the ordinary course of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assetsbusiness which, in each casethe aggregate, other than assets that are obsolete not material; (f) waived or no longer useful to the business of the Company released any rights, whether or its Subsidiaries not in the ordinary course of business; (vg) incurred transferred or assumed granted any Indebtedness or guarantee of rights under any such Indebtednessconcessions, repaid any Indebtedness or guarantee of any Indebtednessleases, licenses, agreements, patents, inventions, trademarks, trade names, copyrights, or cancelled with respect to any material Indebtednessknow-how; (h) made or granted any general wage or salary increase or entered into any employment contract with any officer or employee involving an annual basic rate of compensation in excess of $50,000 or a period of employment of more than thirty days; (i) entered into any transaction, in each case, contract or commitment other than in the ordinary course of business; (vij) acquired by merging made any capital expenditure or consolidating withentered into any commitment therefor which, or by purchasing a substantial portion of the assets ofindividually, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) belowexceeds $10,000; (viik) incurred suffered any capital expenditure excluding for purposes hereofmaterial casualty loss or damage, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Scheduleswhether or not such loss or damage shall have been covered by insurance; (viiil) commenced suffered any litigationmaterial adverse change in its operations, other than (A) litigation earnings, assets, liabilities, properties, business or prospects or in connection with the collection of accounts receivable its condition, financial or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiariesotherwise; (ixm) declared any dividend or made any payment or other distribution in respect of the Company's capital stock to its shareholders; (n) purchased, redeemed, issued, sold or otherwise acquired or disposed of any of its shares of capital stock or any evidence of its indebtedness or other of its securities or granted any options, warrants or other rights to purchase or convert any obligation into any shares of capital stock or any evidence of indebtedness or other securities of the Company; (o) made any charitable contribution not in accordance with past practice or entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of businesscommitment therefor; (xp) accelerated lost any supplier or suppliers which loss or losses, individually or in the time aggregate, has or may have a material adverse effect on the results of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) operations of the value of inventory Company; (q) lost any customer or equipment)customers which loss or losses, in each case except individually or in the ordinary course aggregate, has or may have a material adverse effect on the results of businessoperations of the Company; or (xir) agreed introduced any material change with respect to the operation of its business, including its method of accounting, whether by act or committed to agree to do any act described in clauses (i) through (x) aboveby lapse of time or attention.

Absence of Certain Changes or Events. Except as disclosed in the Faith Walk Designs Disclosure Letter, and except as contemplated by this Agreement, from and after January 1, 2001 through the date of this Agreement: (a) Since Faith Walk Designs has carried on its business in the date of the Balance Sheet, there has not occurred any Material Adverse Effect ordinary and usual course consistent with respect to the Company or its Subsidiaries.past practices; (b) Since the date Faith Walk Designs has not amended its articles of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted.incorporation; (c) Since the date of the Balance Sheet, neither the Company nor Faith Walk Designs has not issued or sold any of its Subsidiaries has:capital stock, or issued or sold any corporate debt securities or otherwise incurred debt which would be classified as long term debt on its balance sheet; (d) Faith Walk Designs has not granted any option for the purchase of its capital stock, effected any stock split, or otherwise changed its capitalization; (e) Faith Walk Designs has not declared, set aside, or paid a dividend or other distribution in respect of its capital stock, or, directly or indirectly, redeemed or otherwise acquired any of its capital stock; (f) Faith Walk Designs has not (i) amended its organizational documents; incurred any material obligations or liability (ii) declaredabsolute or contingent), set aside except obligations or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances liabilities incurred in the ordinary course of business, or (ii) mortgaged, pledged, or subjected to lien, claim, security interest, charge, encumbrance or restriction any of its assets or properties; (ivg) soldFaith Walk Designs has not discharged or set aside any material lien, assignedmortgage, pledgedpledge, disposed of or otherwise transferredclaim, security interest, charge, encumbrance, or suffered restriction or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled paid any material Indebtedness, in each caseobligation or liability (absolute or contingent), other than in the ordinary course of business; (vih) acquired by merging or consolidating withFaith Walk Designs has not sold, assigned, transferred, leased, exchanged, or by purchasing a substantial portion of the assets otherwise disposed of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, any of its properties or amendedassets; (i) Faith Walk Designs has not increased the rate of compensation of, supplementedor paid any bonus to, otherwise modified any of its directors or terminated officers, except merit or promotion increases in accordance with existing policy; entered into any lease governing Leased Real Propertynew, other than amendmentsor amended or supplemented any existing, supplements employment, management, consulting, deferred compensation, severance, or other modifications similar contract not heretofore provided to Decorize and Step of Faith; adopted, entered into, terminated, amended or modified any Faith Walk Designs Benefit Plan in respect of any of its present or former directors, officers or other employees; or agreed to any of the foregoing; (j) Faith Walk Designs has not suffered any material damage, destruction or loss as a result of fire, accident, casualty, labor trouble, or taking of property by any government or any agency of any government, flood, or other similar or dissimilar casualty or event or otherwise, and whether or not covered by insurance; (k) Faith Walk Designs has not cancelled or compromised any debt to the extent exceeding $10,000.00 owed to Faith Walk Designs or claim to an extent exceeding $10,000.00 asserted by Faith Walk Designs; (l) Faith Walk Designs has not entered, or agreed to enter, into any agreement or arrangement granting any right of refusal or other preferential right to purchase any of its material assets, properties or rights or requiring the consent of any party to the transfer or assignment of any such material assets, properties or rights; (m) There has not been any other transaction, commitment, dispute or other event or condition of any character (whether or not in the ordinary course of business;) individually or in the aggregate having or which, insofar as reasonably can be foreseen, in the future is reasonably likely to have, a material adverse effect on Faith Walk Designs; and (xn) accelerated There has not been any change in the time method of collection accounting or accounting practices of Faith Walk Designs, except as may be required by generally accepted accounting principles. Except as set forth in the Faith Walk Designs Disclosure Letter, Faith Walk Designs has no knowledge of the announced or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment anticipated resignation of any accounts payable, written-down executive officer or written-off any inventory or revalued any key employee of its assets (including writing down (or up) Faith Walk Designs. From and after the date of the value latest Faith Walk Designs Financial Statement, through the date of inventory this Agreement, no customers of Faith Walk Designs have indicated to Faith Walk Designs that they will stop or equipment), in each case decrease the rate of business done with Faith Walk Designs (except for changes in the ordinary course of business; or (xi) agreed such as to, individually or committed to agree to do any act described in clauses (i) through (x) abovethe aggregate, have a material adverse effect on Faith Walk Designs.

Absence of Certain Changes or Events. (a) Since Except as disclosed ------------------------------------ in Xxxxx SEC Reports filed prior to the date of the Balance Sheet, there has not occurred any Material Adverse Effect with respect this Agreement or as contemplated by this Agreement or as set forth in Schedule 3.08 to the Company or its Subsidiaries. (b) Since the date of the Balance SheetXxxxx Disclosure Schedule, the business of the Company since September 30, 1995 Xxxxx and its Subsidiaries has been subsidiaries have conducted their respective businesses only in the ordinary course and in substantially the same a manner as previously conducted. consistent with past practice and there has not been: (ci) Since the date any material damage, destruction or loss (whether or not covered by insurance) with respect to any material assets of the Balance Sheet, neither the Company nor Xxxxx or any of its Subsidiaries has: (i) amended its organizational documents; subsidiaries; (ii) declaredany material change by Xxxxx or its subsidiaries in their accounting methods, set aside principles or paid any dividend or made any other distribution to the holders of the equity interests in the Company; practices; (iii) loanedexcept for dividends by a subsidiary of Xxxxx to Xxxxx or another subsidiary of Xxxxx, advancedany declaration, invested setting aside or made a capital contribution payment of any amount to dividends or distributions in respect of shares of Xxxxx Common Stock or the shares of stock of, or other equity interests in, any Personsubsidiary of Xxxxx, or any redemption, purchase or other than advances in acquisition by Xxxxx or any of its subsidiaries of any of Xxxxx'x securities or any of the ordinary course securities of business; any subsidiary of Xxxxx; (iv) sold, assigned, pledged, disposed of or otherwise transferredany increase in the benefits under, or suffered the establishment or permitted an Encumbrance amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other than a Permitted Encumbrance) employee benefit plan, or any increase in the compensation payable or to exist on any assetsbecome payable to directors, in each case, other than assets that are obsolete officers or no longer useful to the business employees of the Company Xxxxx or its Subsidiaries in the ordinary course of business; subsidiaries; (v) incurred any revaluation by Xxxxx or assumed any Indebtedness or guarantee of its subsidiaries of any such Indebtednessof their assets, repaid any Indebtedness including the writing down of the value of inventory or guarantee the writing down or off of any Indebtedness, notes or cancelled any material Indebtedness, in each caseaccounts receivable, other than in the ordinary course of business; business and consistent with past practices; (vi) acquired any entry by merging Xxxxx or consolidating withany of its subsidiaries into any commitment or transaction material to Xxxxx and its subsidiaries, or by purchasing taken as a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, whole (other than assets acquired in this Agreement and the ordinary course of business or capital assets permitted to be acquired pursuant to clause transactions contemplated hereby); (vii) below; (vii) incurred any capital expenditure excluding material increase in indebtedness for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; borrowed money; or (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree to do any act described in clauses (i) through (x) aboveXxxxx Material Adverse Effect.

Absence of Certain Changes or Events. (a) Since the date of the Company Balance Sheet, there has not occurred any Material Adverse Effect with respect Sheet Date and through to the Company or its Subsidiaries. (b) Since the date of the Balance Sheethereof, the business of the Company and its Subsidiaries has been have conducted their respective businesses in the ordinary course consistent with past practice and there has not been: (a) any change, circumstance, event, occurrence or development that has had or would reasonably be expected to have a Company Material Adverse Effect; (b) any declaration, setting aside or payment of any dividend or other distribution (whether in substantially 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 same manner as previously conducted.Company or a wholly-owned Subsidiary of the Company, and, in the case of Subsidiaries which are not wholly-owned Subsidiaries, for dividends or other distributions pursuant to Material Contracts in respect of such Subsidiaries entered into prior to the date hereof, the amount of which the Company has received since March 31, 2006 which the Company has disclosed to Parent in Schedule 2.11(b) of the Company Disclosure Letter), or any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its Subsidiaries; (c) Since the date except as set forth in Schedule 2.11(c) of the Balance SheetCompany Disclosure Letter, neither the Company nor any of its Subsidiaries has: (i) amended its organizational documents; (ii) declared, set aside or paid any dividend or made any other distribution to the holders of the equity interests increase in the Company; compensation or benefits payable or to become payable to its officers, directors or Employees (iii) loaned, advanced, invested except for salary or made a capital contribution of any amount to wage increases that are required by applicable Collective Agreements or in any Personthe case of officers, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of directors or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets Employees that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired increased in the ordinary course of business consistent with past practice), or capital assets permitted to be acquired pursuant to clause (viiii) belowestablishment, adoption, or entry into of any bonus, severance, termination, pension, 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 the ordinary course of business consistent with past practice and immaterial arrangements for specific individuals; (viid) incurred any capital expenditure excluding material labour dispute, except for purposes hereofindividual grievances which individually, capital expenditures or in the aggregate, have not had, and are not reasonably expected to have, a Company Material Adverse Effect, or to the knowledge of the Company, except as set forth on in Schedule 4.6(c)(vii2.11(d) of the Company Disclosure SchedulesLetter, any activity or proceeding commenced by a labour union or representative thereof to organize any Employees; (viiie) commenced any litigationmaterial damage, other than (A) litigation in connection destruction or loss with respect to the collection of accounts receivable material property and assets owned, leased or (B) litigation as a result of suits, actions or other proceedings commenced against otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance; (f) except as disclosed in the Company Securities Reports, any change in any method of accounting principles, method or practices, except for any such change required by reason of a concurrent change in or implemented to comply with, GAAP or Applicable Law (as agreed to by the Company’s independent auditor) and except for any changes in any accounting practices that are recommended by the Company’s independent auditor, by the Company or any of its Subsidiaries; (ixg) entered into any lease Tax election, change in method of real propertyTax accounting or settlement of any claim for Taxes, other than renewals in respect of existing Leased Real Property claims that individually or in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of businessaggregate are not material; or (xih) agreed any agreement, whether in writing or committed to agree otherwise, to do any act described in clauses (i) through (x) aboveof the foregoing.

Absence of Certain Changes or Events. (a) Since Except as disclosed in the WABCO SEC Documents filed prior to the date of the Balance Sheetthis Agreement, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. since December 31, 1998, (bA) Since the date of the Balance Sheet, the business of the Company WABCO and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. have not incurred any material liability or obligation (c) Since the date of the Balance Sheetindirect, neither the Company nor any of its Subsidiaries has: (i) amended its organizational documents; (ii) declared, set aside direct or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferredcontingent), or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled entered into any material Indebtednessoral or written agreement or other transaction, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired that is not in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereofthat would have a Material Adverse Effect on WABCO, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suitsWABCO and its Subsidiaries have not sustained any loss or interference with their business or properties from fire, actions flood, windstorm, accident or other proceedings commenced against the Company calamity (whether or its Subsidiaries; not covered by insurance) that has had or that would have a Material Adverse Effect on WABCO, (ixC) entered into any lease of real property, other than renewals in respect of existing Leased Real Property there has been no change in the ordinary course capital stock of business, WABCO and no dividend or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment distribution of any accounts payablekind declared, written-down paid or written-off made by WABCO on any inventory class of its stock, except for the regular quarterly dividend of not more than $.01 per share of WABCO Common Stock, (D) there has not been (y) any granting by WABCO or revalued any of its assets Subsidiaries to any executive officer or material modification of any severance or termination benefits or (including writing down z) any entry by WABCO or any of its Subsidiaries into or material modification of any employment, severance or termination agreement with any such executive officer, (E) WABCO and its Subsidiaries have not prepared or upfiled any Tax Return (as defined in Section 2.9) inconsistent in any material respect with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods, and (F) there has been no other event causing a Material Adverse Effect on WABCO, nor any development that would, individually or in the aggregate, have a Material Adverse Effect on WABCO. Set forth in Section 2.7 of the value WABCO Disclosure Letter is a description of inventory or equipmentany material changes, between December 31, 1998 and the date of this Agreement (excluding any intervening fluctuations between such dates), in each case except in to the ordinary course amount and terms of business; or (xi) agreed or committed to agree to do any act the indebtedness of WABCO and its Subsidiaries as described in clauses WABCO's Annual Report on Form 10-K for the year ended December 31, 1998, as filed with the SEC (i) through (x) aboveother than any changes in, or the incurrence of, indebtedness of WABCO or any of its Subsidiaries with a principal amount not in excess of $1,000,000).

Absence of Certain Changes or Events. (a) Since Except as disclosed in ------------------------------------ the Seller SEC Reports filed prior to the date of this Agreement or set forth in Section 2.8 of the Balance SheetSeller Disclosure Schedule and except for the transactions contemplated by this Agreement, there has not occurred any Material Adverse Effect with respect since September 30, 1996 to the Company or its Subsidiaries. (b) Since the date of the Balance Sheetthis Agreement, the business of Seller and the Company and its Seller Subsidiaries has been have conducted their businesses only in the ordinary course and in substantially the same a manner as previously conducted. (c) Since the date of the Balance Sheetconsistent with past practice and, neither the Company nor any of its Subsidiaries has: since September 30, 1996, there has not been (i) amended its organizational documents; any change in the financial condition, results of operations or business of the Seller and any of the Seller Subsidiaries having a Material Adverse Effect on the Seller or the Seller Subsidiaries, taken as a whole, (ii) declaredany damage, set aside destruction or paid loss (whether or not covered by insurance) with respect to any dividend or made any other distribution to the holders assets of the equity interests in Seller or any of the Company; Seller Subsidiaries having a Material Adverse Effect on Seller and the Seller Subsidiaries, taken as a whole, (iii) loanedany change by the Seller in its accounting methods, advancedprinciples or practices, invested or made a capital contribution of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed any revaluation by the Seller of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets in any material respect, (including writing down (v) except for repurchases pursuant to the Seller's Common Stock Repurchase Program or up) for regular quarterly cash dividends on Seller Common Stock with usual record and payment dates, to the date of this Agreement, any declaration, setting aside or payment of any dividends or distributions in respect of shares of Seller Common Stock or any redemption, purchase or other acquisition of any of its securities or any of the value securities of inventory any Seller Subsidiary, (vi) any strike, work stoppage, slow-down or equipment)other labor disturbance suffered by the Seller or the Seller Subsidiaries, in each case except (vii) any collective bargaining agreement, contract or other agreement or understanding with a labor union or organization to which the Seller or the Seller Subsidiaries have been a party, (viii) any union organizing activities relating to employees of the Seller or the Seller Subsidiaries, or (ix) any increase in the ordinary course wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee or director, any grant of business; or (xi) agreed severance or committed termination pay, any contract entered into to agree to do make or grant any act described severance or termination pay, or any bonus paid other than year-end bonuses for fiscal 1997 as listed in clauses (i) through (x) aboveSection 2.8 of the Seller Disclosure Schedule.

Absence of Certain Changes or Events. Since the Balance Sheet Date the Company has conducted its business in the ordinary course of business (consistent with past practice) and there has not been any: (a) Since Event that, individually or in the date of the Balance Sheetaggregate, there has not occurred any had or would reasonably be expected to have, a Material Adverse Effect with respect to the Company or its Subsidiaries.Effect; (b) Since the date material change in its methods of the Balance Sheetaccounting or accounting practices (including with respect to revenue recognition), the business of the Company and its Subsidiaries has been conducted except in the ordinary course and so far as was required by a change in substantially the same manner as previously conducted.GAAP; (c) Since amendment or modification to the date Organizational Documents; (d) payment of the Balance Sheetany material bonuses or severance, neither or material increases in salaries or other compensation or benefits, by the Company nor to any of its Subsidiaries has: (i) amended its organizational documents; (ii) declareddirectors, set aside officers, current or paid any dividend former employees or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested current or made a capital contribution of any amount to or in any Personformer independent contractors, other than advances increases, bonus payments or commission payments made in the ordinary course of business; (ive) soldsale, assignedacquisition, pledgedassignment, disposed transfer, conveyance or abandonment of any Company Intellectual Property owned by the Company or otherwise transferred, any other asset or suffered or permitted an Encumbrance properties of the Company (other than a Permitted Encumbrance) to exist on any inventory, product or obsolete assets, in each case, other than assets that are obsolete or no longer useful the grant of non-exclusive licenses of Company Intellectual Property to the business of the Company or its Subsidiaries customers in the ordinary course of businessbusiness (consistent with past practice) and sale of products to customers in the ordinary course of business (consistent with past practice)); (vf) incurred damage to or assumed any Indebtedness destruction or guarantee loss of any such Indebtednessmaterial asset or property of the Company, repaid any Indebtedness whether or not covered by insurance; (g) incurrence, creation, guarantee or assumption of any Indebtedness; (h) dividend, distribution, sale, redemption, repurchase, recapitalization, reclassification, issuance, split, combination, subdivision or other similar transaction involving the Company Shares or securities convertible into, or cancelled options with respect to, warrants to purchase, or rights to subscribe for, the Company Shares; (i) amendment or termination of any material Indebtednessexisting Employee Plan (other than an amendment required by Law), in each caseor adoption of any new Employee Plan, other than in the ordinary course of business; (vij) acquired by merging capital expenditures or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assetscommitments therefor, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) belowconsistent with past practice); (viik) incurred adoption of a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or merger or consolidation with any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) other Person or other acquisition of the Disclosure Schedulesany business or substantial assets of any Person; (viiil) commenced failure to pay in a timely manner any litigationTaxes as they became due and payable; (m) theft, other than damage, destruction or casualty loss, or Claim therefor, in excess of $100,000 in the aggregate to any of the Company’s assets, whether or not covered by insurance; (An) litigation making of, alteration of, modification of, change of, termination of or revocation of any election relating to Taxes, any annual accounting period or any method of accounting for Tax purposes, agreement to any audit assessment by any Tax authority, entry into any closing agreement, settlement of any Tax claim or assessment, surrendering of any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or filing of any amended Tax Return, which, in connection with each case, would materially affect the collection Tax position of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries;materially decrease any Tax attribute of the Company after Closing; and (ixo) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, authorization or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree commitment to do any act described in clauses (i) through (x) aboveof the foregoing.

Absence of Certain Changes or Events. (a) Since Except as set forth in Section 4.15 of the Disclosure Schedule, since the Latest Statement Date to the date of the Balance Sheet, this Agreement there has not occurred been: 4.15.1 any Material Adverse Effect material damage, destruction or loss (whether or not covered by insurance) with respect to the Company or its Subsidiaries. (b) Since the date any material assets of the Balance SheetSeller; 4.15.2 any change by the Seller in its accounting methods, the business of the Company and its Subsidiaries has been conducted principles or practices, other than such changes required by GAAP or except as may be disclosed in the ordinary course and in substantially footnotes to the same manner as previously conducted.Seller's Financial Statements; (c) Since the date of the Balance Sheet, neither the Company nor 4.15.3 any of its Subsidiaries has: (i) amended its organizational documents; (ii) declared, set aside or paid any dividend or made any other distribution to the holders of the equity interests increase in the Company; (iii) loanedcompensation payable or to become payable to any director, advancedofficer or employee, invested except for increases in salary or made a capital contribution of any amount wages payable or to or in any Person, other than advances become payable in the ordinary course of business; business and consistent with past practice to employees of the Seller who are not directors or officers of the Seller; (ii) grant of any severance or termination pay (other than pursuant to the normal severance policy of the Seller as in effect on the date of this Agreement) to, or entry into any employment or severance agreement with, any director, officer or employee; or (iii) grant or promise of an increase in the benefits under, or the establishment or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan (except as may be contractually required under Law or as expressly contemplated by this Agreement), or (iv) soldgrant or promise of any other increase in the compensation payable or to become payable to directors, assigned, pledged, disposed of officers or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business employees of the Company Seller, except for increases in salaries or its Subsidiaries wages payable or to become payable in the ordinary course of businessbusiness and consistent with past practice to employees of the Seller who are not directors or officers of the Seller and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Seller or except as expressly contemplated by this Agreement; (v) incurred 4.15.4 any transaction material to the Seller or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any IndebtednessMaterial Contract, or cancelled any material Indebtednesscommitment to enter into the same, in each case, entered into by the Seller other than in the ordinary course of business; (vi) acquired by merging or consolidating withbusiness and consistent with past practice, or by purchasing a substantial portion any material changes in the customary method of operations of the Seller, including, without limitation, practices and policies relating to marketing, selling and pricing. 4.15.5 any transfer, Encumbrance, lease, sublease, license or other disposition by the Seller of any of its assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) belowand consistent with past practice and not material in the aggregate; (vii) incurred 4.15.6 any capital expenditure excluding for purposes hereofwriting down in a material amount, capital expenditures set forth on Schedule 4.6(c)(vii) except in accordance with GAAP and consistent with past practice, of the Disclosure Schedules; (viii) commenced value of any litigation, other than (A) litigation in connection with the collection of inventories or accounts receivable or any material revaluation downward by the Seller of any of its assets or any cancellation or writing off as worthless and uncollectible of any material debt, note or account receivable by the Seller, or any waiver by the Seller of a right of substantial value; 4.15.7 any cancellation, termination, material waiver, material modification, release or relinquishment by the Seller of a Material Contract (B) litigation as a result excluding customer contracts, agreements or arrangements), or any notice that any Material Contract has been or will be canceled, or that any material portion of suitsthe services provided or to be provided thereunder will be discontinued; 4.15.8 any individual capital expenditure by the Seller or any Subsidiary or commitment to make such capital expenditure in excess of $50,000 or aggregate capital expenditures or commitment to make such capital expenditures in excess of $100,000; 4.15.9 any payment or incurring of liability to pay any Taxes, actions assessments, fees, penalties, interest or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, governmental charges other than renewals in respect of existing Leased Real Property those arising and discharged or to be discharged in the ordinary course of businessbusiness and consistent with past practice; 4.15.10 any loans, advances or capital contributions made by the Seller to, or amendedinvestments by the Seller in, supplemented, otherwise modified any person or terminated any lease governing Leased Real Property, entity other than amendmentsthe Seller as to which the uses of the transferred cash or property are not subject to restrictions greater than or equal to those imposed prior to such transfer, supplements including, without limitation, to any employee, officer or other modifications in director of the ordinary course Seller except for normal and customary advances for travel and entertainment to employees of businessSeller; 4.15.11 any incurring or guarantee of indebtedness by the Seller or commitment to incur or guarantee indebtedness, or of liabilities (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or), by the Seller; (xi) agreed 4.15.12 any failure to maintain the Seller's plant, property and equipment in reasonably good repair and operating condition, ordinary wear and tear excepted; 4.15.13 any failure to pay any creditor any material amount owed to such creditor, or committed to agree to do discharge any act described material obligation, when such payment or discharge is due or within 30 days of such date, except where such obligation is contested in clauses good faith by the Seller, in which case it shall be disclosed in Section 4.15.13 of the Disclosure Schedule; 4.15.14 any declaration, setting aside or payment of dividends or distributions in respect of any capital stock of the Seller or any redemption, purchase or other acquisition of any capital stock or other securities of the Seller; 4.15.15 any issuance by the Seller of any share of capital stock, bond, note, option, warrant or other corporate security or instrument convertible into a corporate security; 4.15.16 any acquisition of assets by the Seller of any corporation, partnership or other business organization or division thereof; 4.15.17 any (i) redemption, purchase or other acquisition of any shares of capital stock or other equity interests or any securities or obligations convertible or exchangeable for any shares of capital stock or other equity interests, or any options, warrants or conversion or other rights to acquire any shares of the capital stock, equity interests or any such securities or obligations, of the Seller; (ii) reorganization or recapitalization of the Seller; or (iii) split, combination or reclassification of any of the capital stock or issuance or authorization or proposal to issue any other securities in respect of, in lieu of or in substitution for, shares of capital stock of the Seller; 4.15.18 any proposal or adoption of any amendments to the Certificate of Incorporation or Bylaws or equivalent organizational documents of the Seller; 4.15.19 any (i) change in any of the methods of accounting in effect at the Latest Statement Date, or (ii) making or rescinding of any express or deemed election relating to Taxes, settlement or compromise of any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or change in any methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of the federal income tax returns for the taxable year ending December 31, 2000, except as may be required by applicable Law; 4.15.20 any action described in Section 7.2 hereof; 4.15.21 any Material Adverse Change; 4.15.22 other than with respect to the Amended and Restated One Boston Place Lease, the 31st Floor Lease and the 32nd Floor Lease, any authorization, approval, agreement or commitment by the Seller to take any action described in Sections 4.15.1 through (x) 4.15.20, above.

Absence of Certain Changes or Events. (a) Since Except as set forth in the date of ------------------------------------ Disclosure Schedule, since the Balance SheetSheet Date, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries hasany: (ia) amended its organizational documents; (ii) declared, set aside or paid any dividend or made any other distribution to the holders of the equity interests change in the Company; (iii) loanedXxxxx Entities' consolidated financial condition or results of operations, advancedexcept for changes contemplated hereby, invested or made a capital contribution of any amount to changes, individually or in any Personthe aggregate, other than advances which have not resulted in and could not reasonably be expected to result in an Adverse Effect and changes in the ordinary course of businessbusiness consistent with past practice or changes occurring as a result of general economic or financial conditions or other developments which are not unique to any of the Xxxxx Entities; (ivi) soldexcept for normal periodic increases in the ordinary course of business consistent with past practice, assignedincrease in the compensation payable or to become payable by the Xxxxx Entities to any of their respective officers, pledgeddirectors, disposed of employees or otherwise transferredagents (collectively, "Personnel"), (ii) bonus, --------- incentive compensation, service award or suffered other like benefit granted, made or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assetsaccrued, contingently or otherwise, in each case, in an amount in excess in $10,000 (on an individual basis), for or to the credit of any of the Personnel, (iii) employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by Sellers or Xxxxxx for any Personnel except pursuant to the existing plans and arrangements described in the Disclosure Schedule or (iv) new employment or consulting agreement to which any Xxxxx Entity is a party; (c) addition to or modification of or prepayment of any kind with respect to the employee benefit plans, arrangements or practices described in the Disclosure Schedule affecting Personnel other than assets that are obsolete (i) contributions made for fiscal years 1996 or no longer useful to 1997 in accordance with the business normal practices of the Company Xxxxx Entities or its Subsidiaries (ii) the extension of coverage to other Personnel who became eligible after the Balance Sheet Date as set forth in the Disclosure Schedule; (d) sale, assignment or transfer of any of the assets of any Xxxxx Entity, material singly or in the aggregate, other than in the ordinary course of businessbusiness consistent with past practices; (ve) incurred or assumed any Indebtedness or guarantee cancellation of any such Indebtedness, repaid any Indebtedness indebtedness in an amount in excess of $50,000 or guarantee waiver of any Indebtedness, or cancelled rights of substantial value to any material IndebtednessXxxxx Entity, in each case, other than in the ordinary course of business; (vif) acquired by merging amendment, cancellation or consolidating with, or by purchasing a substantial portion termination (except upon expiration) of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assetsContract, other than assets acquired in the ordinary course of business consistent with past practice, or any material Permit; (g) capital expenditure or the execution of any Lease or any incurring of liability therefor, outside the ordinary course of business and involving payments in excess of $50,000 in the aggregate (excluding acquisitions by Sellers of route businesses); (h) failure to operate the Business in the ordinary course and consistent with past practices, to keep available to Buyer the services of the Personnel, or, except in the ordinary course of business, to preserve for Buyer the goodwill of suppliers, Customers and others having business relations with any of the Xxxxx Entities; (i) failure to repay any obligation, except in the ordinary course of business or capital assets permitted where such failure would not reasonably be expected to be acquired pursuant to clause (vii) belowresult in an Adverse Effect; (viik) incurred material revaluation by any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure SchedulesXxxxx Entities of any class of their respective assets as a whole, including, without limitation, writing off notes or accounts receivable, except in the ordinary course of business consistent with past practice or as required by GAAP; (viiil) commenced damage, destruction or loss (whether or not covered by insurance) which has materially adversely affected the Facilities, considered as a whole, or the Business; (m) any litigationEncumbrance on the Purchased Assets not in the ordinary course of business consistent with past practices, other than (A) litigation such Encumbrances which will be discharged or terminated in connection with full prior to the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its SubsidiariesClosing Date; (ixn) entered into liabilities involving $100,000 or more except in the ordinary course of business and consistent with past practice, or any lease increase or change in any assumptions underlying or methods of real propertycalculating any bad debt, contingency or other reserves, except as required by GAAP; (o) payment, discharge or satisfaction of any liabilities other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in the Balance Sheets or incurred in the ordinary course of business and consistent with past practice since the Balance Sheet Date; (p) other event or condition of any character, other than renewals in respect of existing Leased Real Property in the ordinary course of business, which in any one case or amendedin the aggregate has, supplemented, otherwise modified or terminated any lease governing Leased Real Property, event or condition known to Sellers or Xxxxxx (other than amendmentsmatters of general public knowledge relating to general economic conditions or the industry of the Xxxxx Entities as a whole) which it is reasonable to expect will, supplements in any one case or other modifications in the ordinary course of businessaggregate, result in an Adverse Effect; (xq) accelerated declaration, setting aside or payment by MAS or MLSLP of non-cash dividends or distributions in respect of any MAS Stock, MLSLP Partnership Interest or other Equity Interests or any non-cash redemption, purchase or other acquisition of any such MAS Stock, MLSLP Partnership Interests or other Equity Interests; (r) issuance by MAS or MLSLP of, or commitment by any MLSLP Partner or MLSLP to issue, any MAS Stock, MLSLP Partnership Interests or other Equity Interests; (s) Encumbrance on any of the MLSLP Partnership Interests or the MAS Stock; or (t) activity which has resulted or could reasonably be expected, with the passage of time or the giving of collection of notice or granted otherwise, to result in the acceleration or any offset, counterclaim or discount against any accounts receivable, extended delay in the time of payment of any their accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except as compared with their custom and practice in the ordinary course conduct of business; orthe Business immediately prior to the Balance Sheet Date; (xiu) agreed agreement by any Seller, MLSLP, MAS or committed to agree Xxxxxx to do any act described in clauses (i) through (x) aboveof the foregoing.

Absence of Certain Changes or Events. (a) Since December 31, 2014 to the date of the Balance Sheet, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheetthis Agreement, the business of Seller and the Company and its Seller Subsidiaries has been have conducted their businesses only in the ordinary course and in substantially a manner consistent with past practice and, since December 31, 2014, there has not been (i) any change in the same manner as previously conducted. financial condition, results of operations, business, assets, properties, liabilities, or reserves of the Seller and any of the Seller Subsidiaries that, individually or in the aggregate, has had, or would be reasonably expected to have a Seller Material Adverse Effect, (cii) Since any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Seller or any of the Seller Subsidiaries that has had, or would be reasonably expected to have, a Seller Material Adverse Effect, (iii) any change by the Seller in its accounting methods, principles or practices, (iv) any revaluation by the Seller of any of its assets in any material respect, (v) except for regular quarterly cash dividends on the Seller Common Stock with usual record and payment dates, to the date of the Balance Sheetthis Agreement, neither the Company nor any declaration setting aside or payment of any dividends or distributions in respect of shares of Seller Common Stock or any redemption, purchase, or other acquisition of any of its Subsidiaries has: (i) amended its organizational documents; (ii) declared, set aside securities or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution securities of any amount to or in any PersonSeller Subsidiary, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business; (vi) acquired by merging or consolidating withany increase in the wages, salaries, bonuses, compensation, pension, or by purchasing a substantial portion of the assets ofother fringe benefits, or by purchasing all perquisites payable to any executive officer, employee, or director or any grant of any severance or substantial equity interests intermination pay, any other person or its business or acquired any material assets, other than assets acquired except in the ordinary course of business or capital assets permitted to be acquired pursuant to clause consistent with past practices, (vii) below;any strike, work stoppage, slow-down, or other labor disturbance, (viii) the execution of any collective bargaining agreement or Contract with a labor union or organization, or (ix) any union organizing activities. (viib) incurred any capital expenditure excluding for purposes hereofTo the Seller’s Knowledge, capital expenditures set forth on Schedule 4.6(c)(viino third Person has used, with or without permission, the Intellectual Property (defined herein) of the Disclosure Schedules; (viii) commenced Seller or any litigation, other than (A) litigation Seller Subsidiary in connection with the collection marketing, advertising, promotion or sale of accounts receivable such third party’s products or (B) litigation as services. Neither Seller nor any Seller Subsidiary is a result of suits, actions party to any joint marketing or other proceedings commenced against the Company affinity marketing program with a third party. The Seller and all Seller Subsidiaries have valid licenses for, or its Subsidiaries; (ix) entered into exclusively own free and clear of any lease of real propertyLiens, other than renewals in respect of existing Leased Real all Intellectual Property presently used or proposed to be used in the ordinary course conduct of businessthe business of the Seller and the Seller Subsidiaries. To Seller’s Knowledge, no claims are pending that allege that the Seller or amended, supplemented, the Seller Subsidiaries are infringing or otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in adversely affecting the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment rights of any accounts payablePerson (defined herein) with regard to any Intellectual Property. To the Knowledge of the Seller and the Seller Subsidiaries, written-down no Person is infringing the rights of the Seller or written-off any inventory or revalued the Seller Subsidiaries with respect to any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree to do any act described in clauses (i) through (x) abovetheir respective owned Intellectual Property.

Absence of Certain Changes or Events. Except as disclosed in the Seller SEC Documents or on the Seller Disclosure Schedule, since August 23, 2005, Seller has conducted the Business in the Ordinary Course of Business and, without limiting the generality of the foregoing, has not: (a) Since the date of the Balance Sheet, there has not occurred suffered any Material Adverse Change relating to the Business; (b) suffered any damage, destruction or loss, whether or not covered by insurance, having a Material Adverse Effect relating to the Business; (c) effected any acquisition, sale or transfer of any material asset of Seller other than in the Ordinary Course of Business; (d) effected any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Seller or any revaluation by Seller of any of its assets related to the Business. (e) declared, set aside, or paid a dividend or other distribution with respect to the Company shares of Seller, or its Subsidiaries. (b) Since the date of the Balance Sheetdirectly or indirectly redeemed, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor purchased or otherwise acquired any of its Subsidiaries has:shares of capital stock; (f) entered into any Contract, other than in the Ordinary Course of Business, or amended or terminated, or defaulted under, any material Contract to which Seller is a party or by which it is bound; (g) granted any increase in the compensation payable or to become payable by Seller to any Seller employees employed in the Business, except those occurring in the Ordinary Course of Business; (h) granted any exclusive license with respect to the Seller Intellectual Property; (i) amended its organizational documentsincurred any liabilities relating to the Business except in the Ordinary Course of Business; (iij) declared, set aside permitted or paid allowed any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution Acquired Assets to be subjected to any Encumbrance of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance kind (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course Ordinary Course of businessBusiness; (vk) waived any rights under or terminated any Contract relating to the Business; (l) with respect to the Business, incurred any contingent liability as guarantor or assumed any Indebtedness or guarantee otherwise with respect to the obligations of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each caseothers, other than in the ordinary course Ordinary Course of business;Business; and (vim) acquired by merging agreed to take any action described in this Section 4.11 or consolidating with, outside of its Ordinary Course of Business or by purchasing which would constitute a substantial portion breach of any of the assets of, representations or by purchasing all warranties of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired Seller contained in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree to do any act described in clauses (i) through (x) abovethis Agreement.

Absence of Certain Changes or Events. (a) Since the date of the Gadsden Balance Sheet, there has not occurred any Material Adverse Effect with respect to each of Gadsden and the Company or its Subsidiaries. Gadsden Subsidiaries have conducted their business (bx) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted only in the ordinary course consistent with past practice, (y) or engaged transactions related to the Merger, including the issuance to Parent of 1,000 Series A Preferred Units of Gadsden Roseville, LLC, a Delaware limited liability company and Subsidiary of Gadsden (“Roseville”), for a purchase price of $350,000 in substantially the same manner as previously conducted. accordance with an Amended and Restated Limited Liability Company Agreement of Roseville that was entered into among Roseville, Gadsden Realty Investments I, LLC, a wholly owned subsidiary of Gadsden, and Parent, and (cz) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries hasand there has not been: (i) amended its organizational documentsa Gadsden Material Adverse Effect; (ii) declaredany declaration, set setting aside for payment or paid payment of any dividend or made any other distribution (whether in cash, stock or property) with respect to the holders any of the equity interests Gadsden Common Shares other than as described in Section 3.1(f) of the CompanyGadsden Disclosure Letter; (iii) loaned, advanced, invested or made a capital contribution any amendment of any amount to material term of any outstanding security of Gadsden or in any Person, other than advances in the ordinary course of businessGadsden Subsidiary; (iv) soldany repurchase, assignedredemption or other acquisition by Gadsden or any Gadsden Subsidiary of any outstanding shares, pledged, disposed of stock or otherwise transferredother securities of, or suffered other ownership interests in, Gadsden or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of businessGadsden Subsidiary; (v) incurred any change in any method or assumed practice of financial accounting by Gadsden or any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, other than in the ordinary course of business;Gadsden Subsidiary; or (vi) acquired any incurrence, assumption or guarantee by merging Gadsden or consolidating with, or by purchasing a substantial portion any Gadsden Subsidiary of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, indebtedness for borrowed money other than assets acquired incurrences, assumptions or guarantees that would have been permitted if incurred subsequent to the date of this Agreement in the ordinary course of business or capital assets permitted accordance with Section 4.2 and other that mortgage loan, mezzanine loan and related indebtedness with respect to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree to do any act described in clauses (i) through (x) aboveproperty investments.

Absence of Certain Changes or Events. (a) Since the date of the Balance SheetSheet Date, there has not occurred any been any: (a) Seller Material Adverse Effect Effect; (b) change in accounting methods, principles or practices by Seller affecting or with respect to the Company Assets, its Liabilities or its Subsidiaries.the Business; (bc) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted except in the ordinary course and in substantially of business, revaluation by Seller of any of the same manner as previously conducted.Assets, including writing down the value of Inventory or writing off notes or accounts receivable; (cd) Since damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the date Assets or the Business; (e) cancellation of the Balance Sheetany indebtedness or waiver or release of any material right or claim of Seller relating to its activities or properties; (f) declaration, neither the Company nor setting aside or payment of dividends or distributions by Seller in respect of Capital Stock or any redemption, purchase or other acquisition of any of its Subsidiaries has:Seller’s Capital Stock; (g) except in the ordinary course of business and as described in the Disclosure Schedule, increase in the rate of compensation payable or to become payable to any consultant or Representative of Seller, including the making of any loan to, or the payment, grant or accrual of any bonus, incentive compensation, service award or other similar benefit to, any such Person, or the addition to, modification of, or contribution to any Employee Plan, arrangement, or practice; (h) material adverse change in employee relations or the relationships between the employees of Seller and the management of Seller; (i) amended its organizational documents; (ii) declaredamendment, set aside cancellation or paid termination of any dividend Contract, Lease, Permit or made any other distribution instrument relating to the holders of Assets or the equity interests in Business or entry into or the Company; (iii) loaned, advanced, invested or made a capital contribution extension of any amount to Contract, Lease, Permit or other instrument, including any employment or consulting agreements, in any Person, other than advances each case which is not in the ordinary course of business; (ivj) soldEncumbrance of any Assets, assigned, pledged, disposed of singly or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each casethe aggregate, other than assets that are obsolete Permitted Encumbrances; (k) sale, assignment or no longer useful to the business transfer of any of the Company Assets, other than sales, assignments or its Subsidiaries transfers of Inventory or non-material Assets in the ordinary course of business; (vl) incurred incurrence of indebtedness by Seller for borrowed money or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtednesscommitment to borrow money entered into by Seller, or cancelled any material Indebtednessloans made or agreed to be made by Seller, in each caseor indebtedness guaranteed by Seller; (m) incurrence by Seller of Liabilities, other than except Liabilities incurred in the ordinary course of business; (vin) acquired by merging payment, discharge or consolidating with, or by purchasing a substantial portion satisfaction of the assets of, or by purchasing all any Liabilities of or substantial equity interests in, any other person or its business or acquired any material assets, Seller other than assets acquired the payment, discharge or satisfaction in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures of Liabilities set forth or reserved for on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable Most Recent Balance Sheet or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications incurred in the ordinary course of business; (xo) accelerated capital expenditure in excess of $20,000 by Seller or the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment incurring of any accounts payable, written-down obligation by Seller to make any capital expenditure in excess of $20,000; (p) failure to pay or written-off satisfy when due any inventory or revalued any material Liability of its assets Seller; (including writing down (or upq) failure of Seller to carry on the value of inventory or equipment), in each case except Business in the ordinary course course, including endeavoring to keep available the services of businessSeller’s employees, and to preserve the Assets and the Business intact and the goodwill of Seller’s suppliers, customers, distributors and others having business relations with it; (r) disposition or lapsing of any material Proprietary Rights or any disposition or disclosure to any Person of any material Proprietary Rights not theretofore a matter of public knowledge; or (xis) agreed or committed to agree agreement by Seller to do any act of the things described in the preceding clauses (ia) through (xr) aboveother than as expressly provided for herein.

Absence of Certain Changes or Events. Except as disclosed in the Amdocs SEC Documents filed prior to the date of this Agreement, since the Amdocs Balance Sheet Date, Amdocs and the Amdocs Subsidiaries have conducted their respective businesses only in the ordinary and usual course of such businesses and there has not occurred: (a) Since any change in the date condition (financial or otherwise), properties, assets, liabilities, businesses, operations, results of operations or prospects of Amdocs and the Balance SheetAmdocs Subsidiaries, there has not occurred any taken as a whole that could reasonably be expected to have a Material Adverse Effect with respect to the Company or its Subsidiaries.on Amdocs; (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted any amendments or changes in the ordinary course and in substantially the same manner as previously conducted.certificate of incorporation or bylaws of Amdocs; (c) Since the date of the Balance Sheetany damage, neither the Company nor any of its Subsidiaries has: (i) amended its organizational documentsdestruction or loss, whether covered by insurance or not, that could reasonably be expected to have a Material Adverse Effect on Amdocs; (iid) declaredany redemption, set repurchase or other acquisition of Amdocs Ordinary Shares by Amdocs (other than the repurchase of unvested shares at cost pursuant to arrangements with terminated employees or consultants), or any declaration, setting aside or paid payment of any dividend or made any other distribution (whether in cash, stock or property) with respect to the holders of the equity interests in the CompanyAmdocs Ordinary Shares; (iiif) loanedany change by Amdocs in its accounting methods, advanced, invested principles or made a capital contribution of any amount to or in any Person, other than advances in the ordinary course of businesspractices; (ivg) sold, assigned, pledged, disposed any acquisition or sale of a material amount of property or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each caseAmdocs, other than in the ordinary course of businessbusiness consistent with past practice; (viA) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business consistent with past practice or capital assets permitted other nonmaterial amounts, any incurrence, assumption or guarantee by Amdocs of any debt for borrowed money; (B) any issuance or sale of any securities convertible into or exchangeable for debt securities of Amdocs; or (C) any issuance or sale of options or other rights to be acquired pursuant to clause (vii) belowacquire from Amdocs, directly or indirectly, debt securities of Amdocs or any securities convertible into or exchangeable for any such debt securities; (viii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of businessbusiness consistent with past practice or other nonmaterial amounts, any creation or amendedassumption by Amdocs of any mortgage, supplementedpledge, otherwise modified security interest or terminated lien or other encumbrance on any lease governing Leased Real Propertyasset; (j) any transfer or grant of a material right under the Amdocs IP Rights (as defined in Section 3.13 below), other than amendments, supplements those transferred or other modifications granted in the ordinary course of businessbusiness consistent with past practices; (xk) accelerated the time any labor dispute or charge of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets unfair labor practice (including writing down (or up) of the value of inventory or equipmentother than routine individual grievances), in each case except in the ordinary course any activity or proceeding by a labor union or representative thereof to organize any employees of businessAmdocs or any campaign being conducted to solicit authorization from employees to be represented by such labor union; or (xil) agreed any agreement or committed arrangement made by Amdocs to agree take any action which, if taken prior to do the date hereof, would have made any act described representation or warranty set forth in clauses (i) through (x) abovethis Agreement materially untrue or incorrect as of the date when made unless otherwise disclosed.

Absence of Certain Changes or Events. (a) Since the date of the Interim Balance SheetSheet Date, there has not occurred any Material Adverse Effect with respect to been any: (a) actual or threatened material adverse change in the Company financial condition, working capital, shareholders’ equity, assets, Liabilities, reserves, revenues, income earnings, prospects or its Subsidiaries.Business of Seller; (b) Since change in accounting methods, principles or practices by Seller affecting the date Assets, its Liabilities or the Business; (c) revaluation by Seller of any of the Balance SheetAssets, including without limitation writing down the business value of inventory or writing off notes or accounts receivable; (d) damage, destruction or loss (whether or not covered by insurance) adversely affecting the Company and Assets or the Business; (e) cancellation of any indebtedness or waiver or release of any right or claim of Seller relating to its Subsidiaries has been conducted activities or properties which had or will have a material adverse effect on the Assets or the Business; (f) increase in the rate of compensation payable or to become payable to any officer or other employee of Seller or any consultant, Representative or agent of Seller, including without limitation the making of any loan to, or the payment, grant or accrual of any bonus, incentive compensation, service award or other similar benefit to, any such person, other than increases, payments, grants or accruals made in the ordinary course of business and in substantially accordance with the same manner as previously conducted.normal practices of Seller; (cg) Since adoption of, addition to, modification of, or contribution to any Employee Plan, arrangement, or practice described in the date Disclosure Schedule other than (i) additions, modifications or contributions made in the ordinary course of business and in accordance with the Balance Sheetnormal practices of Seller or (ii) as required by applicable law; (h) adverse change in employee relations which has or is reasonably likely to have adverse effect on the productivity, neither the Company nor any financial condition, results of its Subsidiaries has:operations or Business of Seller or the relationships between the employees of Seller and the management of Seller; (i) amended its organizational documentsamendment, cancellation or termination of any Contract, commitment, agreement, Lease (except for Facility Leases as contemplated by Section 6.11), transaction or Permit relating to the Assets or the Business or entry into any Contract, commitment, agreement, Lease, transaction or Permit which is not in the ordinary course of business, including without limitation any employment or consulting agreements; (iij) declaredmortgage, set aside pledge or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution encumbrance of any amount to or in any PersonAssets, other than advances except purchase money mortgages arising in the ordinary course of business; (ivk) soldsale, assigned, pledged, disposed assignment or transfer of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each caseAssets, other than in the ordinary course of business; (vil) acquired incurrence of indebtedness by merging Seller for borrowed money or consolidating withcommitment to borrow money entered into by Seller, or loans made or agreed to be made by purchasing a substantial portion of the assets ofSeller, or indebtedness guaranteed by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) belowSeller; (viim) incurrence by Seller of Liabilities, except Liabilities incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amendedincrease or change in any assumptions underlying or methods of calculating, supplementedany doubtful account contingency or other reserves of Seller; (n) payment, otherwise modified discharge or terminated satisfaction of any lease governing Leased Real Property, Liabilities of Seller other than amendmentsthe payment, supplements discharge or other modifications satisfaction in the ordinary course of business of Liabilities set forth or reserved for on the Interim Financial Statements or incurred in the ordinary course of business; (xo) accelerated capital expenditure by Seller, the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment execution of any accounts payableLease by Seller or the incurring of any obligation by Seller to make any capital expenditure or execute any Lease; (p) failure to pay or satisfy when due any Liability of Seller, written-down except where the failure would not have a material adverse effect on the Assets or written-off any inventory or revalued any the Business; (q) failure of its assets (including writing down (or up) of Seller to carry on diligently the value of inventory or equipment), in each case except Business in the ordinary course so as to keep available to Buyer the services of business; orSeller’s employees, and to preserve for Buyer the Assets and the Business and the goodwill of Seller’s suppliers, customers, distributors and others having business relations with it; (xir) agreed disposition or committed lapsing of any Proprietary Rights or any disposition or disclosure to agree any person of any Proprietary Rights not theretofore a matter of public knowledge; (s) existence of any other event or condition which in any one case or in the aggregate has or might reasonably be expected to have a material adverse effect on the Assets or the Business; (t) adoption or change in any election in respect of Taxes, adoption or change in any material accounting method in respect of Taxes, entering into any Tax allocation agreement, Tax ruling, Tax-sharing agreement, Tax indemnity agreement or closing agreement, settlement or compromise in respect of any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (u) agreement by Seller to do any act of the things described in the preceding clauses (ia) through (xt) aboveother than as expressly provided for herein.

Absence of Certain Changes or Events. (a) Since Except for transactions specifically contemplated in this Agreement, since the date of the Balance Sheet, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries hasofficers or directors in their representative capacities on behalf of the Company have: (ia) amended its organizational documents; (ii) declaredtaken any action or entered into or agreed to enter into any transaction, set aside agreement or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances in the ordinary course of business; (iv) sold, assigned, pledged, disposed of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course of business; (v) incurred or assumed any Indebtedness or guarantee of any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, commitment other than in the ordinary course of business; (vib) acquired forgiven or canceled any indebtedness or waived any claims or rights of material value (including, without limitation, any indebtedness owing by merging any stockholder, officer, director, employee or consolidating with, or by purchasing a substantial portion affiliate of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assetsCompany); (c) granted, other than assets acquired in the ordinary course of business and consistent with past practice, any increase in the compensation of directors, officers, employees or capital assets permitted to be acquired consultants (including any such increase pursuant to clause (viiany employment agreement or bonus, pension, profit-sharing, lease payment or other plan or commitment) belowor any increase in the compensation payable or to become payable to any director, officer, employee or consultant; (viid) incurred suffered any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Scheduleschange having a Company Material Adverse Effect; (viiie) commenced borrowed or agreed to borrow any litigationfunds, other than incurred or become subject to, whether directly or by way of assumption or guarantee or otherwise, any obligations or liabilities (Aabsolute, accrued, contingent or otherwise) litigation in connection with the collection excess of accounts receivable or $25,000, except liabilities and obligations (Bi) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property that are incurred in the ordinary course of businessbusiness and consistent with past practice or (ii) that would not be required to be reflected or reserved against in a balance sheet prepared in accordance with GAAP, or amendedincreased, supplementedor experienced any change in any assumptions underlying or methods of calculating, otherwise modified any bad debt, contingency or terminated other reserves; (f) paid, discharged or satisfied any lease governing Leased Real Propertymaterial claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than amendmentsthe payment, supplements discharge or other modifications satisfaction in the ordinary course of business; (x) accelerated business and consistent with past practice of claims, liabilities and obligations reflected or reserved against in the time of collection of Company Balance Sheet or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except incurred in the ordinary course of businessbusiness and consistent with past practice since the date of the Company Balance Sheet, or prepaid any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (g) knowingly permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, (h) purchased or sold, transferred or otherwise disposed of any of its material properties or assets (real, personal or mixed, tangible or intangible); (i) disposed of or permitted to lapse any rights to the use of any trademark, trade name, patent or copyright, or disposed of or disclosed to any Person without obtaining an appropriate confidentiality agreement from any such Person any trade secret, formula, process or know-how not theretofore a matter of public knowledge; (j) made any single capital expenditure or commitment in excess of $25,000 for additions to property, plant, equipment or intangible capital assets or made aggregate capital expenditures in excess of $25,000 for additions to property, plant, equipment or intangible capital assets; (k) made any change in any method of accounting or accounting practice or internal control procedure; (l) issued any capital stock or other securities, or declared, paid or set aside for payment any dividend or other distribution in respect of its capital stock, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of the Company, or otherwise permitted the withdrawal by any of the holders of Company Capital Stock of any cash or other assets (real, personal or mixed, tangible or intangible), in compensation, indebtedness or otherwise, other than payments of compensation in the ordinary course of business and consistent with past practice; (m) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to any of the Company's stockholders, officers, directors or employees or any affiliate of any of the Company's stockholders, officers, directors or employees, except compensation paid to officers and employees at rates not exceeding the rates of compensation paid during the fiscal year last ended; or (xin) agreed agreed, whether in writing or committed otherwise, to agree to do take any act action described in clauses (i) through (x) abovethis Section 2.7.

Absence of Certain Changes or Events. Except as (i) specifically disclosed in Schedule 3.6 to Exhibit B, or (ii) specifically disclosed in the Financial Statements attached hereto as Exhibit C, since October 31, 1997, Seller has not: (a) Since the date incurred any obligation or liability (contingent or otherwise in an amount in excess of the Balance Sheet$5,000), there has not occurred any Material Adverse Effect with respect to the Company except normal trade or its Subsidiaries. (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company nor any of its Subsidiaries has: (i) amended its organizational documents; (ii) declared, set aside or paid any dividend or made any other distribution to the holders of the equity interests in the Company; (iii) loaned, advanced, invested or made a capital contribution of any amount to or in any Person, other than advances obligations incurred in the ordinary course of businessbusiness and obligations under contracts, agreements, leases and documents referred to in Exhibit B hereto, which remain in existence as of the date of this Agreement; (ivb) soldmortgaged, assignedpledged or subjected to lien, pledgedcharge, disposed security interest or to any other encumbrance, any of its assets or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, properties which remain in each case, other than assets that are obsolete or no longer useful to the business existence as of the Company or its Subsidiaries in the ordinary course date of businessthis Agreement; (vc) incurred transferred, leased or assumed any Indebtedness or guarantee otherwise disposed of any such Indebtedness, repaid any Indebtedness of its material assets or guarantee of any Indebtedness, or cancelled any material Indebtedness, in each case, properties other than in the ordinary course of Seller's business; (vid) canceled or compromised any material debt or claim or waived or released any material rights; (e) transferred or granted any rights under any concessions, leases, licenses, agreements, trademarks or trade names; (f) made or granted any general wage or salary increase or paid any bonuses or similar payments to employees (other than normal annual or regularly scheduled increases or bonuses consistent with prior business practices) or entered into any employment contract with any officer or employee; (g) entered into, amended or terminated any material agreement, contract or commitment other than in the ordinary course of Seller's business; (h) suffered any material casualty loss or material damage, whether or not such loss or damage shall have been covered by insurance; (i) except as disclosed in this Agreement or the Exhibits hereto, suffered any material adverse change in its financial condition, earnings, assets, properties or business; (j) acquired by merging or consolidating with, or by purchasing a substantial portion of the any additional material assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets except as acquired in the ordinary course of business or capital assets permitted to be acquired pursuant to clause (vii) belowas consistent with Seller's prior business practices; (viik) incurred issued, sold or otherwise granted any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedulesrights to an ownership interest in Seller or its business or assets; (viiil) commenced made any litigation, other than (A) litigation change in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries;accounting methods; or (ixm) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of business; or (xi) agreed or committed to agree agreement to do any act of the things described in the preceding clauses (ia) through to (x) abovel).

Absence of Certain Changes or Events. (a) Since the date Except as set forth in Schedule 3.7 of the Balance SheetTravCorps Disclosure Schedule, there has not occurred any Material Adverse Effect with respect to the Company or its Subsidiaries. (b) Since the date of since the Balance Sheet, Sheet Date the business of the Company TravCorps and its Subsidiaries has been conducted only in the ordinary course and in substantially usual course. Without limiting the same manner as previously conducted. (c) Since the date generality of the foregoing, except as set forth in Schedule 3.7 of the TravCorps Disclosure Schedule, since the Balance Sheet, Sheet Date neither the Company TravCorps nor any of its Subsidiaries has: (ia) amended its organizational documentssuffered any TravCorps Material Adverse Effect; (iib) suffered any material damage, destruction or casualty loss (whether or not covered by insurance) or condemnation taking or other proceeding which would reasonably be expected to have a TravCorps Material Adverse Effect; (c) except for increases in salary in the ordinary course of business, entered into or amended any employment or consulting contract or commitment (whether oral or written) or compensation arrangement or employee benefit plan, or changed or committed to change (including any change pursuant to any bonus, pension, profit-sharing or other plan, commitment, policy or arrangement) the compensation payable or to become payable to any of its officers, directors, key employees, agents or consultants, or made any pension, retirement, profit-sharing, bonus or other employee welfare or benefit payment or contribution other than payments or contributions required by the governing documents of the foregoing, copies of which have been delivered or made available to CCS; (d) made or proposed any change in its accounting or tax methods, principles or practices, except for such changes which are required by GAAP or by law; (e) authorized, declared, set aside or paid any dividend or made any other distribution to the holders in respect of the equity interests in the Companyits capital stock; (iiif) loanedDirectly or Indirectly redeemed, advancedpurchased or otherwise acquired any of its shares of capital stock or authorized any stock split, invested reclassification or recapitalization or otherwise changed the terms or provisions of any of its capital stock; (g) incurred any material Indebtedness or made a any loan, advance or capital contribution of to any amount to or in any Person, other than advances person except in the ordinary course of business; (ivh) soldpaid, assigneddischarged or satisfied any material claim, pledged, disposed of liability or otherwise transferred, or suffered or permitted an Encumbrance (obligation other than a Permitted Encumbrance) to exist on any assetsthe payment, in each case, other than assets that are obsolete discharge or no longer useful to the business satisfaction of the Company or its Subsidiaries liabilities and obligations incurred in the ordinary course of business; (vi) incurred prepaid any material obligation having a fixed maturity of more than 90 days from the date such obligation was issued or assumed incurred, or (ii) not paid, within a reasonable date of when due, any Indebtedness account payable, or guarantee sought the extension of the payment date of any such Indebtednessaccount payable; (j) permitted or allowed any material portion of its Property or assets to be subjected to any Encumbrance, repaid any Indebtedness except for liens for current Taxes not yet due; (k) sold, transferred, or guarantee otherwise disposed of any Indebtednessmaterial portion of its Properties or assets, or cancelled any material Indebtedness, in each case, other than except in the ordinary course of business; (vil) acquired by merging made any capital expenditures or consolidating with, or by purchasing a substantial portion commitments in excess of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired $200,000 in the ordinary course of business aggregate for repairs or capital assets permitted additions to be acquired pursuant to clause (vii) below; (vii) incurred any capital expenditure excluding for purposes hereof, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedules; (viii) commenced any litigation, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any lease of real property, other than renewals in respect of existing Leased Real Property in the ordinary course of businessplant, equipment or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of business; (x) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued any of its assets (including writing down (or up) of the value of inventory or equipment), in each case except in the ordinary course of businesstangible capital assets; or (xim) agreed agreed, whether in writing or committed otherwise, to agree to do take any act action described in clauses (i) through (x) abovethis Section 3.7.

Absence of Certain Changes or Events. (a) Since Except as set forth on the Seller Disclosure Schedule, since December 31, 2005 to the date of the Balance Sheet, there has not occurred any Material Adverse Effect this Agreement (with respect to the Company representation and warranty made as of the date of this Agreement) and to the Closing Date (with respect to the representation and warranty made as of the Closing Date): (a) there has not been any material adverse change in the condition (financial or otherwise), operations, or results of operations of MTC and its Subsidiaries.Subsidiaries taken as a whole; (b) Since the date of the Balance Sheet, the business of the Company and its Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted. (c) Since the date of the Balance Sheet, neither the Company MTC nor any of its Subsidiaries has: (i) has amended or changed its organizational documentsCharter Documents; (iic) neither MTC nor any of its Subsidiaries has declared, set aside or paid any dividend or made other distribution (whether in cash, stock or property) with respect to any Equity Security or any other distribution to the holders of the equity interests in the Companysecurity; (iiid) loanedneither MTC nor any of its Subsidiaries has split, advancedcombined or reclassified any Equity Security or other security, invested or made a capital contribution of issued, or authorized for issuance, any amount to Equity Security or in any Person, other than advances in the ordinary course of businesssecurity; (ive) sold, assigned, pledged, disposed neither MTC nor any of or otherwise transferred, or suffered or permitted an Encumbrance (other than a Permitted Encumbrance) to exist on any assets, in each case, other than assets that are obsolete or no longer useful to the business of the Company or its Subsidiaries in the ordinary course has altered any term of businessany outstanding Equity Security or other security; (vf) incurred neither MTC nor any of its Subsidiaries has (i) increased or assumed modified the compensation or benefits payable or to become payable by MTC or any Indebtedness of its Subsidiaries to any of its current or guarantee former directors, employees, contractors or consultants, (ii) increased or modified any bonus, severance, termination, pension, insurance or other employee benefit plan, payment or arrangement made to, for or with any current or former directors, employees, contractors or consultants of MTC or any such Indebtedness, repaid any Indebtedness or guarantee of any Indebtednessits Subsidiaries, or cancelled (iii) entered into any material Indebtednessemployment, in each case, other than in the ordinary course of businessseverance or termination agreement; (vig) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or substantial equity interests in, any other person or its business or acquired any material assets, other than assets acquired the sale of inventory in the ordinary course of business neither MTC nor any of its Subsidiaries has sold, leased, transferred or capital assigned any property or assets permitted to be acquired pursuant to clause (vii) belowof MTC or any such Subsidiary having an aggregate value of more than $10,000; (viih) incurred neither MTC nor any capital expenditure excluding for purposes hereofof its Subsidiaries has incurred, capital expenditures set forth on Schedule 4.6(c)(vii) of the Disclosure Schedulesassumed or guaranteed any indebtedness; (viiii) commenced neither MTC nor any litigationof its Subsidiaries has created or assumed any Lien on any asset, other than (A) litigation in connection with the collection of accounts receivable or (B) litigation as a result of suits, actions or other proceedings commenced against the Company or its Subsidiaries; (ix) entered into any except for Liens arising under lease of real property, other than renewals in respect of existing Leased Real Property financing arrangements incurred in the ordinary course of business, or amended, supplemented, otherwise modified or terminated any lease governing Leased Real Property, other than amendments, supplements or other modifications in the ordinary course of businessand Liens for Taxes not yet due and payable with respect to which MTC and its Subsidiaries maintain adequate reserves; (xj) (i) no Material Contract has been modified, (ii) no rights under any Material Contract have been waived or accelerated and (iii) no Contract that would be required to be listed as a Material Contract pursuant to Section 4.18 hereof if such Contract were in effect on the time of collection of date hereof has been terminated or granted any offset, counterclaim or discount against any accounts receivable, extended the time of payment of any accounts payable, written-down or written-off any inventory or revalued cancelled; (k) neither MTC nor any of its assets (including writing down (Subsidiaries has sold, transferred, pledged or up) of assigned, and there has been no material reduction in the value of inventory or equipment)of, in each case except in the ordinary course of business; orany MTC Owned Intellectual Property; (xil) none of Sellers, MTC or its Subsidiaries has agreed or committed entered into any arrangement to agree take any action which, if taken prior to the date hereof, would have made any representation or warranty set forth in this Article IV untrue or incorrect; (m) there has not been any material damage, destruction or loss with respect to the property and assets of MTC or any of its Subsidiaries, whether or not covered by insurance; (n) none of Sellers, MTC or any of its Subsidiaries has made any Tax election; (o) none of Sellers, MTC or any of its Subsidiaries has agreed, whether in writing or otherwise, to do any act described of the foregoing; and (p) none of MTC or any of its Subsidiaries has made any change in clauses (i) through (x) abovetheir accounting or Tax methods or practices or their Tax elections, or settled or compromised any income Tax liability of MTC or any of its Subsidiaries.