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

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11, since January 1, 1996, DE has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11disclosed in Section 6.5 of the Partnership Disclosure Letter, since January 1December 31, 19962003, DE the operations by the Partnership at the Hotel/Casino have been conducted in the Ordinary Course of Business and, since such date, (i) there has not: (a) suffered not been any adverse change inevent, development, state of affairs or condition, or the occurrence series or combination of any events events, developments, states of affairs or conditions, which, individually or in the aggregate, has or would be reasonably likely to have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the AssetsPartnership Material Adverse Effect; (bii) incurred damage to there has not been any damage, destruction or destruction of any material Asset or material portion of the Assets, loss (whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and Purchased Assets which is reasonably likely to have a Partnership Material Adverse Effect; (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or the Partnership has not subjected to lien or any other encumbrance any of the Purchased Assets to any material Liens or Encumbrances, other than Permitted Liens or Permitted Encumbrances; (iv) the Partnership has not sold, transferred, leased, subleased, licensed or otherwise disposed of, to any third party, any material Purchased Asset, except for purchase money liens used sales of Purchased Assets and the disposition of obsolete equipment in the acquisition Ordinary Course of the Assets, as set forth on Exhibit 5.11)Business; (fv) sold, transferred or leased the Partnership has not entered into any material Asset Assumed Contract or accelerated, cancelled, modified or terminated any material portion of the AssetsAssumed Contract, or canceled or compromised any debt or material claims, except in each case, which is material to the operation of the Hotel/Casino (other than in the ordinary course Ordinary Course of businessBusiness); (gvi) soldthe Partnership has not waived, assignedreleased or assigned any material rights, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset includingwhich rights, but not limited tofor such waiver, release or assignment, would have been classified as Purchased Assets, other than in the RightsOrdinary Course of Business; (hvii) amended the Partnership has not delayed or terminated postponed the payment of any Liability (outside the Ordinary Course of Business); (viii) there has not been any material revaluation by the Partnership of any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 heretoPurchased Assets; (iix) waived there has not been any settlement of pending or released threatened material litigation to which the Partnership is a party (whether brought by a private party or a Governmental Entity); and (x) the Partnership has not agreed, whether in writing or otherwise, to do any other rights of material value; (j) entered into any transactions not in the ordinary course of business which wouldforegoing, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification except as expressly contemplated by The Union of Orthodox Jewish Congregations of Americathis Agreement.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.116.13, since January October 1, 1996, DE THI has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DETHI's financial condition, results of operations or business or the value of the Assetsbusiness; (b) incurred damage to or destruction of any material Asset or material portion of the Assetsasset, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, and (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any material assets of the Assets THI (except for purchase money liens used in the acquisition of the Assetssuch assets, as set forth on Exhibit 5.116.13); (f) sold, transferred or leased any material Asset or material portion of the Assetsasset, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rightsasset; (h) amended or terminated any of the material contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 heretoarrangements; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DETHI; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union Orthodox Rabbinical Board of Orthodox Jewish Congregations of AmericaBroward and Palm Beach Counties.

Absence of Certain Changes or Events. Except as and to the extent set forth on Exhibit 5.11in the SEC Filings or in Schedule 5.2(f) hereto, since January 1September 30, 19961998, DE (i) there has not: not been any Material Adverse Effect, (aii) suffered the businesses of the Company and each of its subsidiaries have been conducted only in the ordinary course and in a manner consistent with past practices, (iii) neither the Company nor any adverse change inof its subsidiaries has incurred any material liabilities (direct, contingent or otherwise) or engaged in any material transaction or entered into any agreement, in each case, outside the occurrence ordinary course of business, (iv) there has not been any events whichdamage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its subsidiaries which would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, (v) there has or have hadnot been any revaluation by the Company of any of its material assets, or might reasonably be expected including but not limited to have, a material adverse effect on, DE's financial condition, results of operations or business or writing down the value of the Assets; (b) incurred damage to inventory or destruction of any material Asset writing off notes or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred accounts receivable other than in the ordinary course of business, none of which were entered into for grossly inadequate consideration(vi) there has been no change by the Company in accounting principles, practices or methods, (iivii) obligations there has been no declaration, setting aside or liabilities under payment of any dividend or other distribution in respect of the Commitments to shares or any direct or indirect redemption, purchase or other acquisition by the extent required thereby, and (iii) obligations and liabilities under this AgreementCompany of any of its shares of capital stock; (dviii) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred salary increases or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or employee benefit arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not made in the ordinary course of business which wouldconsistent with past practice, individually or heretofore described in writing to Parent, there has not been any increase in the aggregatecompensation payable or to become payable by the Company or its subsidiaries to any of their respective officers, materially adversely affect or any significant increase in the Assets compensation payable to other employees or agents of the Company or any of its subsidiaries or any adoption of any bonus, pension, retirement, profit sharing, or stock option plan, arrangement or agreement made to or with any of such officers of employees; and (ix) there has not been any labor strike or threat thereof or labor trouble or other business of DE; event or (k) done or suffered anything material condition which is likely to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americahave a Material Adverse Effect.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Filings or as set forth on Exhibit 5.11Schedule 3.8, since January 1December 31, 19961999, DE neither the Company nor any Subsidiary has not: (ai) suffered issued any adverse change instock, bonds or the occurrence of other corporate securities, (ii) borrowed any events which, individually amount or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability liabilities (fixed absolute or contingent) ), except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations discharged or satisfied any lien or incurred or paid any obligation or liability (absolute or contingent) other than current liabilities shown on the consolidated balance sheet of the Company as of December 31, 1999 and current liabilities under this Agreement; incurred since the date of such balance sheet in the ordinary course of business, (div) declared or made any payment or entered into contracts distribution to stockholders or commitments to make purchased or redeemed any shares of its capital expenditures in excess of Five Thousand Dollars stock or other securities, ($5,000.00); (ev) mortgaged, pledged or subjected to lien or any other encumbrance Lien any of the Assets its assets, tangible or intangible, other than Liens for current real property taxes not yet due and payable, (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fvi) sold, assigned or transferred or leased any material Asset or material portion of the Assetsits tangible assets, or canceled any debts or compromised any debt or material claims, except in each casethe ordinary course of business or as otherwise contemplated hereby, (vii) sold, assigned or transferred any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, (viii) made any changes in officer or executive compensation, (ix) waived any rights of substantial value, whether or not in the ordinary course of business; , (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (jx) entered into any transactions not transaction, except in the ordinary course of business which wouldor as otherwise contemplated hereby, individually (xi) made any material change in its accounting methods, principles or practices, (xii) agreed, in writing or otherwise, to take any of the aggregateactions listed in clauses (i) through (xi) above, materially adversely affect the Assets or the business of DE; or (kxiii) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaany Material Adverse Effect.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11for liabilities incurred in connection with this Agreement, since January 1between December 31, 19962005 and the date of this Agreement, DE has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or Company and its Subsidiaries have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or conducted their business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not only in the ordinary course of business consistent with past practice; (b) there has not been any Material Adverse Effect on the Company; (c) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (d) there has not been any material revaluation by the Company of any of its assets, including a material writing down of the value of capitalized inventory or a material writing off of notes or accounts receivable; (e) to the Knowledge of the Company, no customer which wouldrepresented five percent or more of the Company's consolidated product revenue for the year ended December 31, individually 2005 or the quarter ended March 31, 2006 has materially reduced or communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to materially reduce the aggregatequantity of its purchases from or materially reduce price or materially change other quantitative or qualitative terms of its business relationship with the Company or its Subsidiaries; (f) to the Knowledge of the Company, no supplier which provides goods or services to the Company or a Subsidiary of the Company (which cannot be replaced within thirty days without significant incremental cost) has materially reduced its supply to the Company or communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to materially increase the price, materially adversely affect reduce supply or materially change the Assets quantitative or qualitative terms of its business relationship with the business Company or its Subsidiaries; (g) to the Knowledge of DEthe Company, no key employee of the Company or its Subsidiaries has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (h) there has not been any material damage, destruction or (k) done other material casualty loss with respect to any tangible asset or suffered anything material tangible property owned, leased or otherwise used by the Company or any of its Subsidiaries having a value prior to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americasuch losses exceeding $25 million.

Absence of Certain Changes or Events. Except Since December 31, 1996 ------------------------------------ and up to and including the date hereof, except as set forth on Exhibit 5.11, since January 1, 1996, DE has not: (a) suffered any adverse change in, disclosed in the Company Disclosure Letter or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate considerationCompany SEC Reports, (iiA) obligations the Company has not declared or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) paid any dividend or made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth distribution on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to its capital stock; redeemed, purchased or otherwise acquired any licensesof its capital stock; granted any options, agreementswarrants or other rights to purchase shares of, patentsor any other securities which may be convertible into or exchangeable for, inventionsits capital stock; or issued any shares of its capital stock; (B) there has been no increase in the compensation or benefits (including but not limited to any bonus, trademarksseverance or option plan, trade namesprogram, copyrights arrangements or formulae understanding) payable or to become payable to any officer or director of the Company or any of the 25 most highly compensated (based on cash compensation paid in or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (hservices rendered in calendar 1996) amended or terminated any employees of the contractsCompany and its Subsidiaries (including officers and directors of the Company, agreementsas applicable) (collectively, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any including officers and directors of the Company, "Highly ------ Compensated Persons"), other rights of material value; (j) entered into any transactions not than increases in the ordinary course of business which would------------------- and consistent with past practice; (C) there has been no pledge, individually disposition, encumbrance, hypothecation, sale or other transfer of any material portion of the properties or assets of the Company and its Subsidiaries taken as a whole (whether tangible or intangible), except in the aggregateordinary course of business and consistent with past practice; and (D) there has been no agreement binding upon the Company or any of its Subsidiaries to do any of the foregoing. Since December 31, materially adversely affect 1996 and up to and including the Assets date of this Agreement, other than as disclosed in the Company Disclosure Letter or the business Company SEC Reports or as contemplated by this Agreement, the Company and each of DE; its Subsidiaries have conducted their respective businesses in the ordinary course and there has been no change in the condition (financial or (k) done otherwise), business, properties, assets or suffered anything liabilities of the Company and its Subsidiaries taken as a whole, except such failures to so conduct their businesses and such changes, which, when considered as a whole, have not had a material to invalidate adverse effect on the business, results of operations or jeopardize financial condition of the Company and its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaSubsidiaries taken as a whole.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Between September 28, since January 1, 1996, DE has not1996 and the date of this Agreement: (a) suffered there has not been any material adverse change inin the business, condition, assets, liabilities, operations or financial performance of Parent and its subsidiaries taken as a whole, and no event has occurred that would reasonably be expected to have a Material Adverse Effect on Parent; (b) Parent has not declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock, or the occurrence repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (c) there has not been any events whichloss, individually damage or destruction to, or any interruption in the aggregateuse of, any of the assets of Parent (whether or not covered by insurance), except for any loss, damage, destruction or interruption that has not had and would not reasonably be expected to have a Material Adverse Effect on Parent; (d) Parent has not entered into any material transaction or have taken any other material action that has had, or might would reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00)Material Adverse Effect on Parent; (e) mortgaged, pledged Parent has not amended its certificate of incorporation or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11)bylaws; (f) soldParent has not effected or been a party to any merger, transferred consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of businesssimilar transaction; (g) sold, assigned, transferred Parent has not changed any of its methods of accounting or granted accounting practices in any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rightsmaterial respect; and (h) amended Parent has not agreed or terminated committed to take any of the contractsactions referred to in clauses "(a)" through "(g)" of this Section 3.4, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) except that Parent has entered into any transactions not in the ordinary course an Agreement and Plan of business which wouldMerger and Reorganization dated as of October 3, individually or in the aggregate1996, materially adversely affect the Assets or the business contemplating a merger of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union a subsidiary of Orthodox Jewish Congregations of America.Parent with High Level Design Systems, Inc.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since December 31, since January 11998 through the date of this Agreement, 1996, DE (A) each of the Company and the Company's Material Subsidiaries has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or conducted its business in the aggregateordinary course and has not incurred any material liability, except in the ordinary course of their respective businesses; (B) there has not been any change in the business, financial condition or have results of operations of the Company or its Subsidiaries that has had, or might could reasonably be expected to have, a material adverse effect onMaterial Adverse Effect on the Company; (C) there has not been any entry by the Company or its Subsidiaries into any employment agreement, DE's financial condition, results of operations severance agreement or business or the value termination agreement with any employee of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any Company other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, than in the ordinary course of business; (gD) soldthere has not been any declaration, assigned, transferred setting aside or granted payment of any rights under dividend or other distribution with respect to the capital stock of the Company nor has there been any licensesrepurchase, agreements, patents, inventions, trademarks, trade names, copyrights redemption or formulae or with respect to know-how other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock or other intangible asset includingsecurities of, but not limited toor other ownership interests in, the RightsCompany or such Subsidiary; (hE) amended there has not been any change by the Company in accounting principles, practices or terminated methods; (F) except as provided for herein or as disclosed in the Company SEC Reports filed with the SEC prior to the date hereof, there has not been any material increase in the compensation payable or which could become payable by the Company and its Subsidiaries to their officers or key employees, or any amendment of any compensation and benefit plans; (G) there has not been any amendment of any material term of any outstanding security of the Company or any of its Subsidiaries other than the contractsamendments to the Company Rights Agreement; and (H) there has not been any acquisition, agreements, leases sale or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived transfer of any material assets of the Company or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaSubsidiaries.

Absence of Certain Changes or Events. Other than as set forth in Section 3.10 to the Company Disclosure Schedule, since August 31, 1998, there has been no material adverse change, and no change except in the Ordinary Course of Business, in the business, operations, prospects, condition (financial or otherwise), Assets or liabilities of the Company or any Subsidiary. Except as set forth on Exhibit 5.11in Section 3.10 to the Company Disclosure Schedule, since January 1August 31, 19961998, DE the Company and the Subsidiaries have conducted their respective businesses substantially in the manner theretofore conducted and only in the Ordinary Course of Business, and neither the Company nor any Subsidiary has not: (a) suffered incurred any adverse change inmaterial damage, destruction or loss not covered by insurance with respect to any Assets of the Company or of any such Subsidiary; (b) issued any capital stock or other equity securities or granted any options, warrants or other rights calling for the issuance thereof; (c) issued any bonds or other long-term debt instruments, granted any options, warrants or other rights calling for the issuance thereof, or borrowed any funds; (d) incurred, or become subject to, any material obligation or liability (whether absolute or contingent, matured or unmatured, known or unknown), except current liabilities incurred in the occurrence Ordinary Course of Business; (e) discharged or satisfied any Encumbrance or paid any material obligation or liability (whether absolute or contingent, matured or unmatured, known or unknown) other than current liabilities shown in the Unaudited Balance Sheets (as defined in Section 6.08) and current liabilities incurred since August 31, 1998, in the Ordinary Course of Business; (f) declared or made payment of, or set aside for payment, any dividends or distributions of any events Assets, or purchased, redeemed or otherwise acquired any of its capital stock, any securities convertible into capital stock, or any other securities; (g) mortgaged, pledged or subjected to any Encumbrance any of its material Assets; (h) sold, exchanged, transferred or otherwise disposed of any of its material Assets, or canceled any debts or claims, except in each case in the Ordinary Course of Business; (i) written down the value of any Assets or written off as uncollectable any debt, notes or accounts receivable, except to the extent previously reserved against in the Financial Statements and not material in amount, and except for write-downs and write-offs in the Ordinary Course of Business, none of which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material valueare material; (j) entered into any transactions not other than in the ordinary course Ordinary Course of business Business; (k) except in the Ordinary Course of Business, increased the rate of compensation payable, or to become payable, by it to any of its officers, employees, agents or independent contractors over the rate being paid to them on August 31, 1998, (l) made or permitted any amendment or termination of any material Agreement to which wouldit is a party; (m) through negotiation or otherwise made any commitment or incurred any liability to any labor organization; (n) made any accrual or arrangement for or payment of bonuses or special compensation of any kind to any director, officer or employee, except for any accrual or arrangement for or payment of bonuses or special compensation in the Ordinary Course of Business to employees who are not directors or officers; (o) directly or indirectly paid any severance or termination pay in excess of two months' salary to any officer or employee with an annual salary in excess of $60,000; (p) made capital expenditures, or entered into commitments therefor, not provided for in the Company's capital budget for 1998 (a copy of which has been furnished by the Company to XxXxxx) or, if applicable, the Company's capital budget for 1999 (which capital budget shall have been approved by XxXxxx as provided in Section 5.01(i)), except for capital expenditures permitted by Section 5.01; (q) made any change in any method of accounting or accounting practice except as required by GAAP; (r) entered into any transaction of the type described in Section 3.19; (s) made any charitable contributions or pledges exceeding $10,000 individually or $100,000 in the aggregate, materially adversely affect the Assets or the business of DE; or (kt) done or suffered anything material made any Agreement to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations the foregoing. At the Closing, the Company shall deliver to XxXxxx an updated Section 3.10 to the Company Disclosure Schedule in accordance with the provisions of AmericaSection 6.04.

Absence of Certain Changes or Events. Except as disclosed in the Company SEC Filings made prior to the date hereof or as set forth on Exhibit 5.11Schedule 3.08 hereto, since January 1December 31, 19961998, DE neither the Company nor any Subsidiary has not: (ai) suffered issued any adverse change instock, bonds or the occurrence of other corporate securities, (ii) borrowed any events which, individually amount or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability liabilities (fixed absolute or contingent) ), except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations discharged or satisfied any lien or incurred or paid any obligation or liability (absolute or contingent) other than current liabilities shown on the consolidated balance sheet of the Company and the Subsidiaries as of December 31, 1998 referred to in Section 3.06 hereof and current liabilities under this Agreement; incurred since the date of such balance sheet in the ordinary course of business, (div) declared or made any payment or entered into contracts distribution to stockholders or commitments to make purchased or redeemed any shares of its capital expenditures in excess of Five Thousand Dollars stock or other securities, ($5,000.00); (ev) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets its assets, tangible or intangible, other than liens for current real property taxes not yet due and payable, (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fvi) sold, assigned or transferred or leased any material Asset or material portion of the Assetsits tangible assets, or canceled any debts or compromised any debt or material claims, except in each casethe ordinary course of business or as otherwise contemplated hereby, (vii) sold, assigned or transferred any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, (viii) made any changes in officer or executive compensation, (ix) agreed, in writing or otherwise, to take any of the actions listed in clauses (i) through (viii) above, (x) suffered any Material Adverse Effect or waived any rights of substantial value, whether or not in the ordinary course of business; , or (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (jxi) entered into any transactions not material transaction, except in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaas otherwise contemplated hereby.

Absence of Certain Changes or Events. Except Since the Balance Sheet Date, and except as set forth on Exhibit 5.11in Section 4.8 of the Disclosure Schedule, since January 1, 1996, DE has not: (a) suffered any adverse change in, or the occurrence of any events whichthere has not been, individually or in the aggregate, has or have had, or might reasonably be expected to have, a any material adverse effect onchange in the condition (financial or otherwise), DE's financial condition, operations or results of operations or business or the value of the AssetsBusiness; (b) incurred damage Seller has not (i) increased or modified the compensation or benefits payable or to become payable by Seller to any Transferred Employees other than in the ordinary course of business consistent with past practice or destruction as required by contract or applicable law, or (ii) entered into any employment, severance, retention, change of control or termination agreement with any material Asset Transferred Employees other than in the ordinary course of business consistent with past practice; (c) Seller has not mortgaged, pledged or material portion subjected to Encumbrances any assets, properties or rights of the Contemplated Business (other than Permitted Encumbrances); (d) Seller has not taken any action with respect to the Business which is outside the ordinary course of the business; (e) Seller has not sold, assigned or transferred any of Purchased Assets, other than sales of Inventory and those made in the ordinary course of business consistent with past practices; (f) Seller has not suffered any damage, destruction or loss, whether or not covered by insurance; (c) incurred any material obligation , materially adversely affecting the Purchased Assets or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of businessits other properties, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments assets and rights relating to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of businessBusiness; (g) soldSeller has not made any material changes in its customary methods of operation of the Business, assignedincluding practices and policies relating to accounting, transferred purchasing, marketing, selling or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, payment of trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rightscreditors; and (h) amended Seller has not agreed, whether in writing or terminated otherwise, to do any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaforegoing.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Section 4.6 of the IFG Disclosure Letter, since January 1December 31, 19961997, DE has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, IFG and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any each of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would Material IFG Subsidiaries have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not conducted their business only in the ordinary course of business which wouldconsistent with past practice (it being understood that tender offers by Material REIT Subsidiaries for, individually or private purchases of, limited partner interests in Investment Limited Partnerships and acquisitions and dispositions of multi-family apartment properties and interests therein are ordinary course and are consistent with past practice), (ii) IFG has not transferred any assets other than (A) to IPT, to wholly owned Subsidiaries of IFG or to IPLP or (B) in the aggregateordinary course of business and consistent with past practice to persons who are not affiliates and (iii) there has not been any IFG Material Adverse Effect. For purposes of this Agreement, materially adversely affect an "IFG Material Adverse Effect" shall mean the Assets existence of any fact or condition which has had or will have a material adverse effect on the business, assets, financial condition or results of operations of IFG and the Material IFG Subsidiaries taken as a whole; provided, however, that adverse effects on the business, assets, financial condition or results of operations of IFG or the business Material IFG Subsidiaries due to general economic conditions, loss of DE; employees, cancellation of third party management contracts (other than contracts which are on properties where IFG or a Material IFG Subsidiary is a general partner (kother than in the case of replacement following a third party tender offer) done or suffered anything material where cancellation will result in substantial termination payments), unsolicited third party offers for limited partnership interests of Material IFG Subsidiaries and Material IFG Subsidiaries' response thereto, unsolicited offers to invalidate acquire one or jeopardize its plantmore assets of any Material IFG Subsidiary and IFG's or products' kosher certification any Material IFG Subsidiary's purchase or sale in response thereto, events or occurrences resulting from the failure by The Union IFG or any of Orthodox Jewish Congregations its Subsidiaries to obtain any third party consents or waivers to the execution of Americathis Agreement or consummation of the Merger and the other transactions contemplated hereby and conditions affecting generally the multi-family apartment property market or any of the markets in which IFG or any Subsidiary of IFG operates shall not be deemed to be an IFG Material Adverse Effect and shall not be taken into account in determining the existence of an IFG Material Adverse Effect. In addition, consummation or failure to consummate the merger of IPT and AMIT pursuant to the AMIT Agreements shall not be taken into account in determining the existence of an IFG Material Adverse Effect.

Absence of Certain Changes or Events. (a) Except as set forth on Exhibit 5.11in SCHEDULE 5.6(A), since January 1, 1996, DE has not1997: (a1) suffered there has not been any material adverse change inin the assets, properties, business, operations, prospects, net income or condition (financial or other) of any Business, no event has occurred and, to the knowledge of each Seller and each Executive Shareholder, no factor or condition exists that would reasonably be likely to result in any such change; (2) there has not been any material loss, damage, destruction or other casualty to the Purchased Property (whether or not insured); (3) there has been no adverse change in the amount of total assets set forth on the December 31, 1996 Combined Balance Sheet except for reductions attributable to amortization and/or depreciation on a basis consistent with past practice as reflected in the Audited Financial Statements or the Management Prepared Financial Statements; (4) there has not been any change in any method of accounting or accounting practice of any Business or any Seller relating to its Business; (5) there has not been a loss of the employment, services or benefits of any Consultants or Employees, or the occurrence of any events which, individually or Network Physicians (A) in excess of 8% of the aggregate, has or have hadnumber of Network Physicians engaged in respect of any single Third Party Payor Agreement, or might reasonably (B) which would cause any Seller to be expected in breach of any Third Party Payor Agreement to havewhich it is a party; and (6) there has not been any default, a material adverse effect onbreach or termination of, DE's financial condition, results or any notification of operations or business or the value any of the Assetsforegoing, or any modification or requested modification that would be materially adverse to any Seller, in respect of, any Third Party Payor Agreement or any Contract; (b) incurred damage to or destruction of any material Asset or material portion of the AssetsSince January 1, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred 1997, each Seller has operated its Business in the ordinary course of business, none of which were entered into for grossly inadequate consideration, its business consistent with past practice (ii) obligations or liabilities under the Commitments including without limitation by keeping in full force and effect insurance comparable in amount and scope to the extent required therebycoverage maintained by it (or on behalf of it) at such date), and and, except as set forth in SCHEDULE 5.6(B) hereto, no Seller has: (iii1) obligations and liabilities under this Agreement; permitted any of the Purchased Property (dreal or personal, tangible or intangible) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgagedbe sold, pledged licensed or subjected to lien or any Encumbrance (other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fthan a Permitted Encumbrance) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course dispositions of business; (g) sold, assigned, transferred inventory or granted any rights under of worn-out or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights obsolete equipment for fair or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not reasonable value in the ordinary course of business which wouldconsistent with past practices, individually canceled any debts or in the aggregateclaims, materially adversely affect the Assets or the business of DE; waived or (k) done or suffered anything released any rights material to invalidate such Business relating to the operations of such Business, or jeopardize defaulted on any material obligation relating to the operations of its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.Business; (2) failed to exercise all Best Efforts to maintain and preserve for the Buyer its relationships with customers, suppliers, managers, Employees, Network Physicians, Consultants, parties to Third Party Payor Agreements and actively sought prospective parties to Third Party Payor Agreements 20

Absence of Certain Changes or Events. Except Since December 31, 1999, except as set forth on Exhibit 5.11in SECTION 4.7 of the Schedule, the Company and its Subsidiaries have conducted their business in the ordinary course, consistent with past practice. Without limiting the generality of the foregoing, since January 1December 31, 19961999, DE has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or except as disclosed in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value SECTION 4.7 of the Assets; Schedule, (bi) incurred damage to or destruction neither the Company nor any of its Subsidiaries has sustained any material Asset damage, destruction or material portion loss by reason of the Assetsfire, flood, accident or other calamity (whether or not covered by insurance); (cii) there have been no material adverse changes in the condition (financial or otherwise), business, net worth, assets, properties, obligations or liabilities (fixed or otherwise) of the Company or any of its Subsidiaries; (iii) neither the Company nor any of its Subsidiaries has incurred any material liability or obligation for the payment of money extending more than one year (including, but not limited to, liabilities or obligations under or pursuant to capital leases), except for operating leases entered into in the ordinary course of business; (iv) neither the Company nor any of its Subsidiaries has paid any obligation or liability (fixed or contingent) except (i) current trade or business obligations liabilities included in the December 1999 Balance Sheet and current liabilities incurred since December 31, 1999 in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations business or liabilities under the Commitments pursuant to the extent required thereby, and (iii) obligations and liabilities under terms of this Agreement; (dv) the Company has not declared any other dividend or other distribution on or with respect to any Shares or other securities of the Company; (vi) the Company has not purchased, redeemed or otherwise acquired for consideration, directly or indirectly, any Shares or other securities of the Company; (vii) neither the Company nor any of its Subsidiaries has disposed of, or agreed to dispose of, any material property or asset, other than in the ordinary course of business and for a consideration at least equal to the fair market value of such property or asset; (viii) neither the Company nor any of its Subsidiaries has made or entered into contracts any expenditures or commitments to make any for the purchase, acquisition, construction or improvement of a capital expenditures asset except in excess the ordinary course of Five Thousand Dollars (business and in an aggregate amount not exceeding $5,000.00)100,000; (eix) mortgaged, pledged or subjected to lien neither the Company nor any of its Subsidiaries has repaid Indebtedness (as hereinafter defined) of the Company or any other encumbrance of its Subsidiaries to any affiliates of the Company or any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11)its Subsidiaries; (fx) soldneither the Company nor any of its Subsidiaries has incurred any Indebtedness, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, other than Indebtedness incurred in the ordinary course of business; (gxi) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, neither the Rights; (h) amended or terminated Company nor any of the contracts, agreements, leases its Subsidiaries has amended its Certificate of Incorporation or arrangements which otherwise would have been By-Laws; and (xii) except as set forth on Exhibit 5.15.1 hereto; (i) waived or released above, neither the Company nor any other rights of material value; (j) its Subsidiaries has entered into any transactions not other transaction or contract other than in the ordinary course of business which wouldbusiness. Except as set forth in SECTION 4.7 of the Schedule, individually there are no scheduled, and the Company does not expect to make any, dividends on other distributions (whether cash, stock or otherwise) on or respect to any Shares or other securities of the Company between the date of the Agreement and the Cut-Off Date. For purposes of this Agreement, "INDEBTEDNESS" means any liability, whether or not contingent, (i) in respect of borrowed money or evidenced by bonds, notes, debentures, or similar instruments, (ii) representing the aggregatebalance deferred and unpaid of the purchase price of any property (including pursuant to capital leases) but excluding trade payables, materially adversely affect if and to the Assets extent any of the foregoing indebtedness would appear as a liability upon a balance sheet prepared on a consolidated basis in accordance with GAAP, (iii) guaranties, direct or indirect, in any manner, of all or any part of any Indebtedness of any Person and (iv) any penalties, fees and expenses relating to prepayment or otherwise with respect to any of the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaforegoing.

Absence of Certain Changes or Events. Except Since April 30, 2019, until the date of this Agreement except as set forth on Exhibit 5.11expressly required by the Business Combination Agreement or any Ancillary Agreement, since January 1(i) the Company and its Subsidiaries have conducted their respective businesses in all material respects in accordance with the ordinary course of such businesses and (ii) (A) there has not been any change, 1996effect, DE event, circumstance, occurrence or state of facts that has not: (a) suffered any adverse change in, had or the occurrence of any events whichwould reasonably be expected to have, individually or in the aggregate, a Liberty Material Adverse Effect, (B) neither the Company nor one of its Subsidiaries has sold, leased, transferred, assigned or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction otherwise disposed of any material Asset or material portion of the Assetsassets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not than in the ordinary course of business consistent with past practice, (C) no Contract (or series of related Contracts) to which wouldthe Company or one of its Subsidiaries is a party involving annual payments of more than $1,000,000 has been entered into, individually amended or modified in any material respect, accelerated, terminated, assigned or cancelled, (D) the Company has not settled, cancelled, comprised, waived or released any right or claim (or series of related rights and claims) involving more than $1,000,000, other than in the aggregateordinary course of business consistent with past practice, materially adversely affect (E) there has been no increase granted in, and no enhancement of the Assets terms of, the compensation (including by issuing any incentive award) or any benefits of any manager, officer or employee of the Company or its Subsidiaries, in each case whose base compensation exceeds $250,000, other than in the ordinary course of business consistent with past practice, (F) the Company and its Subsidiaries have maintained their assets and properties in the ordinary course of DE; business consistent with past practice, (G) the Company has not (1) declared, set aside or paid any distribution in respect of the capital stock of the Company or other equity interests of the Company or (k2) done redeemed or suffered anything purchased any capital stock of the Company or other equity interests of the Company, (H) neither the Company nor its Subsidiaries have made, changed or revoked any material Tax election, filed an amended Tax Return, settled any Tax Audit or changed any Tax accounting periods or methods and (I) neither the Company nor its Subsidiaries have committed to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations of Americathe foregoing.

Absence of Certain Changes or Events. Except (i) as specifically contemplated or permitted by this Agreement, (ii) as set forth on Exhibit 5.11in the Regis Filed SEC Reports or in the Regis Financial Statements or (iii) for changes resulting from the announcement of this Agreement or the transactions contemplated hereby, since January July 1, 19962005 through the date hereof, DE (A) Regis and its Subsidiaries have conducted their business only in the ordinary course, consistent with past practice, and (B) there has not: not been any event, change, circumstance or development (aincluding any damage, destruction or loss whether or not covered by insurance) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might would reasonably be expected to have, a material adverse effect onMaterial Adverse Effect on Regis. Since July 1, DE's financial condition2005 through the date of this Agreement, results except as set forth in the Regis Filed SEC Reports, none of operations Regis or business any of its Subsidiaries has taken any action that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 6.1 (other than a breach of Section 6.1(c) or (f) (solely with respect to transactions between Regis and a wholly owned Subsidiary of Regis or two wholly owned Subsidiaries of Regis)). Merger Sub has not conducted any activities other than in connection with the value organization of Merger Sub on January 5, 2006, the negotiation, execution and performance of this Agreement and the consummation of the Assets; (b) incurred damage transactions contemplated hereby. Subco has not conducted any activities other than in connection with the organization of Subco on January 5, 2006, the negotiation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby. Since July 1, 2003 and prior to or destruction the date of this Agreement, to the Knowledge of Regis, Regis and its Subsidiaries have not engaged in any Diversion. Since July 1, 2003 through the date hereof, no supplier of any material Asset quantity of professional beauty products to Regis and its Subsidiaries has cancelled, terminated or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, materially and (iii) obligations adversely modified its supply relationship with Regis and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaSubsidiaries.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11and described in Disclosure Schedule 3.6, since January 1December 31, 1996, DE there has not: been no change in the business, operations, or condition (financial or otherwise) of the Station, the Assets (other than Excluded Assets), or liabilities of Seller which would have a Material Adverse Effect. Except as set forth and described in Disclosure Schedule 3.6, since December 31, 1996, Seller has conducted its business diligently and substantially in the manner heretofore conducted and only in the Ordinary Course of Business, and Seller has not prior to the date hereof (a) suffered any adverse change inincurred an uninsured loss of, or significant injury to, any of the occurrence Assets (other than Excluded Assets) as the result of any events fire, explosion, flood, windstorm, earthquake, labor trouble, riot, accident, act of God or public enemy or armed forces, or other casualty in excess of Fifty Thousand Dollars ($50,000) in the aggregate, which loss or injury has not been replaced or repaired; (b) incurred, or become subject to, any obligation or liability (absolute or contingent, matured or unmatured, known or unknown), except liabilities incurred in the Ordinary Course of Business; (c) discharged or satisfied any Encumbrance or paid any obligation or liability (absolute or contingent, matured or unmatured, known or unknown) other than liabilities shown in the balance sheets furnished pursuant to Section 3.5, liabilities incurred since December 31, 1996 in the Ordinary Course of Business and repayment of indebtedness from the proceeds of the transactions contemplated by this Agreement; (d) mortgaged, pledged, or subjected to any Encumbrance any of its Assets (other than the Excluded Assets) other than in the Ordinary Course of Business; (e) sold, exchanged, transferred, or otherwise disposed of any of its Assets or canceled any debts or claims other than in the Ordinary Course of Business; (f) written down the value of any Assets except write-downs in the Ordinary Course of Business, none of which, individually or in the aggregate, has or have had, or might reasonably be expected to have, constitutes a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of businessMaterial Adverse Effect; (g) sold, assigned, transferred or granted entered into any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any transaction other intangible asset including, but not limited to, than in the RightsOrdinary Course of Business; (h) amended made capital expenditures, or terminated any entered into commitments therefor, materially in excess of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 heretobudgeted capital expenditures; (i) waived made any material change in any method of accounting or released any other rights of material valueaccounting practice except as may be required under GAAP; or (j) entered into made any transactions not in agreement to do any of the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaforegoing.

Absence of Certain Changes or Events. Except Since December 31, 2004, except as set forth on Exhibit 5.11in Schedule 3.8 hereto or as disclosed in any of the Financial Statements, since January 1, 1996, DE has not: (a) suffered HTO and the Partnerships have operated only in the Ordinary Course of Business, and (b) there have not been any adverse change inchanges in the Business or results of operations of HTO or the Partnerships or any other events, conditions or circumstances that have, or the occurrence of any events whichwould reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. In addition, since December 31, 2004 and through the date hereof (a) neither HTO nor any Partnership has sold, assigned, transferred, leased, licensed or have haddisposed of any of its material assets or properties and neither Seller nor any of its Subsidiaries has taken any such action with respect to the Acquired Assets other than the sale of inventory and obsolete or worn-out equipment, in each case in the Ordinary Course of Business; (b) neither HTO nor any Partnership has made any acquisition of any Person or other business organization or division thereof; (c) neither HTO nor any Partnership has subjected any of its assets to any Encumbrance and neither Seller nor any of its Subsidiaries has taken any such action with respect to the Acquired Assets, except for Permitted Encumbrances; (d) neither HTO nor any Partnership has amended or authorized any amendment to its Organizational Documents; (e) neither HTO nor any Partnership has materially changed or modified the commission or sales quota applicable to or the compensation payable to any employee; (f) there has not been any (i) increase in the compensation or fringe benefits of any Transferred Employee, other than increases in salary in the Ordinary Course of Business and reflected in Schedule 3.19(a) (ii) grant of any severance or termination pay to any Transferred Employee, (iii) loan or advance of money or other property to any present or former employee of HTO or a Partnership, other than expense advances in the Ordinary Course of Business, (iv) establishment, adoption, entrance into, amendment or termination of any Seller Plan or collective bargaining agreement (other than as may be required by the terms of an existing Seller Plan or collective bargaining agreement, or might as may be required by applicable law or in order to qualify under Sections 401 and 501 of the Code), (v) grants of any equity or equity-based awards to any present or former employee of HTO or a Partnership; or (g) none of HTO, any Partnership or Seller or any of its Subsidiaries (as applicable) has become obligated in writing or otherwise agreed to take any of the actions specified in subparagraphs (a) through (e) above. Since December 31, 2004, there has not been (i) any damage, destruction, or loss to any assets or properties that has, or would reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect a Material Adverse Effect or (ii) any change in the Assets accounting principles or practices used by HTO or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaPartnerships.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.115.1 1, since January 1December 31, 1996, DE R & S has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DER & S's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Ten Thousand Dollars ($5,000.00$ 10,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 5.15 hereto; (i) waived or released any other rights of material value; or (ji) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.R & S.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11described in ------------------------------------------------- the Financial Statements (or in the notes thereto), or as otherwise agreed to in this Agreement or in writing by Buyer, since January 1, 1996, DE has notthe date of the 1995 Financials: (a) suffered any adverse change in, or the occurrence of any events which, individually or Company has conducted its business only in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assetsordinary and usual course; (b) incurred damage to there has not been any material adverse change in the condition (financial or destruction otherwise), results of operations, businesses, properties, assets, liabilities or earnings of the Company taken as a whole and the Company is not aware of any material Asset or material portion information (excluding public information regarding economic conditions and similar matters of the Assets, whether or not covered by insurancegeneral application) which reasonably could be expected to result therein; (c) incurred neither the Seller nor the Company has entered into any material obligation employment or liability severance agreements, or granted any increase in compensation, bonuses, severance pay, or other employee benefits, payable to or with respect to any Company Employee (fixed or contingent) as defined in Section 5.8 of this Agreement), except (i) current trade or business obligations incurred for any increase in compensation granted in the ordinary course of business, none business consistent with past practices for the Company Employees or as required under Sections 5.8 or 5.9 of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; . (d) the Company has not made any loans or entered into contracts advances to any officer, director, shareholder or commitments to make any capital expenditures in excess Affiliate of Five Thousand Dollars the Company ($5,000.00except for ordinary travel and business expense payments); (e) mortgagedthe Company has not declared or paid, pledged or subjected to lien accrued any liability for the payment of, any dividends or made any other encumbrance any distributions to its shareholders with respect to shares of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11)Common Stock; (f) sold, transferred or leased the Company has not entered into any material Asset commitment or material portion of the Assets, transaction (including without limitation any borrowing or canceled or compromised any debt or material claims, except in each case, capital expenditure) other than in the ordinary course of business; (g) there has not been any material change in the accounting methods or practices followed by the Company except as required by GAAP and disclosed to Buyer; (h) the Company has not incurred any debt, liability or obligation, whether accrued, absolute, contingent or otherwise, which is material to the business or financial condition of the Company other than in the ordinary course of business; (i) the Company has not sold, assigned, transferred or granted any rights under or exclusive license with respect to any licenses, agreements, patents, inventions, trademarkstrademark, trade namesname, copyrights service xxxx, copyright, trade secret or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material valueasset; (j) the Company has not issued, redeemed or repurchased any stock, bond or other corporate security; (k) the Company has not experienced any material damage, theft or loss; (l) the Company has not relinquished any material contract or contract right; (m) the Company has not entered into any transactions not in commitment (contingent or otherwise) to do any of the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.foregoing. 8

Absence of Certain Changes or Events. Since the Cutoff Date, the Company has used commercially reasonable efforts to preserve the business organization of the Company intact, to keep available to the Company the services of all current officers and employees of the Company and to preserve the goodwill of the suppliers, customers, employees and others having business relations with the Company as of such date and has operated the business substantially in the ordinary course. In particular, except for such dividends and other distributions since the Cutoff Date as have been disclosed to the Buyer, the Company has managed its cash, ordered supplies and materials, collected its receivables and paid its payables on a basis consistent with its historical practices. Except as set forth on Exhibit 5.11Schedule 3.11, since January 1the Cutoff Date, 1996, DE the Company has not: (a) not suffered any adverse change inMaterial Adverse Change in its assets, business, financial condition or results of operation, nor, to the occurrence of Company’s Knowledge, have any events which, individually or in the aggregate, has or occurred that have had, or might reasonably be expected to have, a material adverse effect on, DE's Material Adverse Change on the financial condition, condition or results of operations or business or the value of the Assets; Company, taken as a whole. Except as set forth on Schedule 3.11, since the Cutoff Date, the Company has not (ba) incurred damage to or destruction of any material Asset or material portion Assets in the aggregate having a replacement cost in excess of the Assets$30,000, whether or not covered by insurance; (cb) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred not in the ordinary course Ordinary Course of business, none Business in excess of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement$30,000; (dc) made or entered into contracts Contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00)30,000; (ed) mortgaged, pledged or subjected to lien or any other encumbrance encumbered any of the Assets (except for purchase money liens used in the acquisition with any Security Interest, other than Security Interests imposed by operation of the Assets, as set forth on Exhibit 5.11)law; (fe) sold, transferred or leased any material Asset or material portion Assets outside of the AssetsOrdinary Course of Business individually or in the aggregate having a replacement cost in excess of $30,000, or canceled or compromised any debt receivable or material claims, except in each case, for the sale of inventory in the ordinary course Ordinary Course of businessBusiness; (gf) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, owned by the RightsCompany; (hg) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 heretomaterial Contracts; (ih) waived or released any other rights of material valuevalue to the Company; (i) declared or paid any dividend on its capital stock, or set apart any money for distribution to or for its Shareholders, other than salary and reimbursement of expenses consistent with past practices and amounts disclosed to Buyer; (j) entered into into, or amended the terms of, any transactions employment or consulting agreement so as to cause such agreement to not in be terminable by the ordinary course of business which would, individually or in Company on less than 30-days notice without material liability to the aggregate, materially adversely affect the Assets or the business of DECompany; or (k) done incurred any indebtedness for borrowed money or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union guaranteed any indebtedness of Orthodox Jewish Congregations of Americaanother Person.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11disclosed in the filed Parent SEC Documents, since January 1from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, 1996the Parent has conducted its business only in the ordinary course, DE and during such period there has notnot been: (a) suffered any adverse change inin the assets, liabilities, financial condition or operating results of the occurrence Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of any events whichbusiness that have not caused, individually or in the aggregate, has a Parent Material Adverse Effect; any damage, destruction or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assetsloss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) incurred any waiver or compromise by the Parent of a valuable right or of a material obligation debt owed to it; any satisfaction or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course discharge of businessany lien, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assetsclaim, or canceled encumbrance or compromised payment of any debt or material claimsobligation by the Parent, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business and the satisfaction or discharge of which wouldwould not have a Parent Material Adverse Effect; any material change to a material Contract by which the Parent or any of its assets is bound or subject; any material change in any compensation arrangement or agreement with any employee, individually officer, director or stockholder; any resignation or termination of employment of any officer of the Parent; any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, 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 aggregateordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; any loans or guarantees made by the Parent to or for the benefit of its employees, materially adversely affect officers or directors, or any members of their immediate families, other than travel advances and other advances made in the Assets ordinary course of its business; any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; any alteration of the Parent’s method of accounting or the business identity of DEits auditors; any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (k) done any arrangement or suffered anything material commitment by the Parent to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations of Americathe things described in this Section 4.08.

Absence of Certain Changes or Events. Except Since June 30, 2021, except as set forth on Exhibit 5.11otherwise reflected in the Annual Financial Statements or Interim Financial Statements, since January 1or as expressly contemplated by this Agreement, 1996, DE has not: (a) suffered the Company and the Company Subsidiaries have conducted their respective businesses in all material respects in the ordinary course and in a manner consistent with past practice, other than due to any adverse change in, actions taken due to a “shelter in place,” “non-essential employee” or the occurrence similar direction of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the AssetsGovernmental Authority; (b) incurred damage no Company Group Member has sold, assigned, transferred, permitted to lapse, abandoned, or destruction otherwise disposed of any material Asset right, title, or material portion of the Assets, whether interest in or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets its material assets (except for purchase money liens used in the acquisition including Company-Owned IP) other than revocable non-exclusive licenses (or sublicenses) of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, Company-Owned IP granted in the ordinary course of business; (gc) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but there has not limited to, the Rightsbeen a Company Material Adverse Effect; (hd) amended there has not been any damage, destruction or terminated any of the contractsloss, agreementswhether or not covered by insurance, leases or arrangements which otherwise that would have been set forth on Exhibit 5.15.1 heretoa Material Adverse Effect; (ie) waived there has not been any waiver or released any other rights compromise by the Company of a valuable right or of a material valuedebt owed to it; (jf) entered into any transactions not satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which wouldwould not have a Material Adverse Effect; (g) there has not been any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (h) there has not been any material change in any compensation arrangement or agreement with any employee, individually officer, director or stockholder; (i) there has not been any resignation or termination of employment of any officer or key employee of the Company; (j) there has not been any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, 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 aggregate, ordinary course of business and do not materially adversely affect impair the Assets Company’s ownership or the business use of DEsuch property or assets; or (k) done there has not been any loans or suffered anything guarantees made by the Company 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; (l) there has not been any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (m) there has not been receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company; (n) there has not been to invalidate the Company’s knowledge, any other event or jeopardize its plant's condition of any character, other than events affecting the economy or products' kosher certification the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; (o) there has not been any arrangement or commitment by The Union the Company to do any of Orthodox Jewish Congregations the things described in this Section 4.08; and (p) no Company Group Member has taken any action that, if taken after the date of Americathis Agreement, would constitute a material breach of any of the covenants set forth in Section 6.01.

Absence of Certain Changes or Events. Except as set forth disclosed in ------------------------------------ the financial statements referred to in Section 8.7 and CNTO's Annual Report on Exhibit 5.11Form 10-K for the year ended December 31, since January 11995 and CNTO's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, DE or as otherwise disclosed herein, in any Schedule or Exhibit hereto or listed on Schedule 8.8 hereto, since March 31, 1996, neither CNTO nor any of its subsidiaries or affiliates has not: (a) suffered incurred any adverse change inliabilities or obligations, direct or contingent, or the occurrence of entered into any events whichtransactions, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none that are material to CNTO and its subsidiaries and affiliates, taken as a whole, and there has not been (i) any material change in the capital stock or indebtedness of which were entered into for grossly inadequate considerationCNTO or its subsidiaries or affiliates that would have a Material Adverse Effect (as defined below), or (ii) obligations any event, change or liabilities under occurrence which individually or in the Commitments aggregate might (x) have a material adverse effect on the condition (financial or other), assets, business, or results of operations of CNTO and its subsidiaries and affiliates, taken as a whole, (y) materially adversely affect CNTO's ability to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance consummate any of the Assets transactions contemplated hereby or to perform its obligations under this Amendment or the Agreement or (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fz) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how materially adversely affect CNTO's or any other intangible asset includingof its subsidiaries' or affiliates' rights in or to the HA-lA(TM) human monoclonal antibody pharmaceutical product known as "Centoxin(R)" or the 7E3(TM) monoclonal antibody pharmaceutical product known as "ReoPro(R)" (each of (x), but not limited to, the Rights; (hy) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; and (iz) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which wouldbeing referred to herein, individually or in the aggregateaggregate as a "Material Adverse Effect"). Except for Derivative Securities defined in Section 8.5 above, materially adversely affect CNTO has not issued, or agreed to issue, any securities or other instruments convertible into, exchangeable for or exercisable into CNTO securities that would have a Material Adverse Effect. No event has occurred since March 31, 1996, with respect to which CNTO would be required to file a Current Report on Form 8-K under the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America1934 Act.

Absence of Certain Changes or Events. Except Since November 30, 2001, except as set forth on Exhibit 5.11contemplated by this Agreement, since January 1, 1996, DE has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or there have been no material changes in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations financial or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion otherwise, of the Assets, whether liabilities, business, prospects or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred the results of operations of Seller, other than changes in the ordinary course of businessbusiness which in the aggregate have not been materially adverse. Without limiting the foregoing, none of which were since November 30, 2001, except as contemplated by this Agreement: (i) Seller has not entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any transaction other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, than in the ordinary course of business; (gii) sold, assigned, transferred there have been no losses or granted any rights under or with respect damage to any licensesof the Assets due to fire or other casualty, agreementswhether or not insured; (iii) there has been no increase or decrease in the rates of direct compensation payable or to become payable by Seller to any employee, patentsagent or consultant (other than routine increases made in the ordinary course of business or pursuant to a collective bargaining agreement), inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any bonus, percentage compensation, service award or other intangible asset includinglike benefit, but not limited togranted, made or accrued to or to the Rightscredit of any such employee, agent or consultant, or any material welfare, pension, retirement or similar payment or arrangement made or agreed to be made by Seller (other than such events occurring pursuant to any previously existing benefit plan or collective bargaining agreement); (hiv) Seller has not executed, created, amended or terminated any Contract except in the ordinary course of business; (v) Seller has not declared or paid any dividend or made any distribution on its capital stock, nor redeemed, purchased or otherwise acquired any of its capital stock; (vi) Seller has not received notice that there has been a cancellation of an order for its products or a loss of a customer of Seller, the cancellation or loss of which would materially adversely affect the condition, financial or otherwise, Assets, liabilities, business, prospects or results of operations of Seller; (vii) there has been no resignation or termination of employment of any officer or key employee of Seller and Seller does not know of the contractsimpending resignation or termination of employment of any officer or key employee of Seller; (viii) there has been no material change in the contingent obligations of Seller by way of guaranty, agreementsendorsement, leases indemnity, warranty or arrangements which otherwise would otherwise; (ix) there have been set forth on Exhibit 5.15.1 hereto; (i) waived no loans made by Seller to its employees, officers or released any directors, other rights of material value; (j) entered into any transactions not than travel advances and other advances made in the ordinary course of business which would, individually do not exceed $1,000 to any one person; (x) to the best of Seller's knowledge there has been no waiver or compromise by Seller of a material right or of a material debt owed to it; (xi) Seller has not made or agreed to make any disbursements or payments of any kind to any member or members of its Board of Directors; (xii) there have been no capital expenditures by Seller exceeding $10,000 in the aggregate; (xiii) there has been no change in accounting methods or practices (including without limitation, materially adversely affect any change in depreciation or amortization policies or rates) by Seller; (xiv) there has been no revaluation by Seller of any of the Assets Assets; (xv) there has been no sale or transfer of any of the Assets, except in the ordinary course of business; (xvi) there has been no loan by Seller to any person or entity; (xvii) there has been no commencement or notice of threat of commencement of any governmental proceeding against or investigation of Seller or its affairs; (xviii) there has been no revocation of license or right to do business granted to Seller; (xix) Seller has not paid any obligation or liability (fixed, contingent or otherwise) or discharged or satisfied any Lien, or settled any liability, claim, dispute, proceeding, suit or appeal pending or threatened against it, except for current liabilities incurred in the ordinary course of DEbusiness; and (xx) there has been no agreement or (k) done commitment by Seller to do or suffered anything perform any of the acts described in this Section 3.11. For purposes of this Section 3.11, financial changes shall be deemed material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaif they aggregate at least $10,000.

Absence of Certain Changes or Events. (a) Except as set forth on Exhibit 5.11Section 4.7(a) of the Seller Disclosure Schedule and events or circumstances affecting the Syndicated Company Loans, since January 1June 30, 19962020, DE has not: (ai) suffered any adverse change inno event or events have occurred that have had or would reasonably be expected to have, or the occurrence of any events which, either individually or in the aggregate, has or have hada Material Adverse Effect on the Acquired Companies, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingentii) except (i) current trade or with respect to the process resulting in the Contemplated Transactions, the Acquired Companies have conducted their business obligations incurred in all material respects only in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required therebybusiness consistent with past practice, and (iii) obligations Medley, the Acquired Companies and liabilities under this Agreement; (d) made their applicable respective Representatives have monitored the Company Loans and the Company- Owned Equity Securities, including any data rooms, correspondence or entered into contracts or commitments to make any capital expenditures other materials exchanged in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each caseconnection therewith, in the ordinary course of business; business consistent with past practice and have valued the Company Loans and Company-Owned Equity Interests in accordance with their respective valuation policies and procedures. (gb) Except as set forth on Section 4.7(b) of the Seller Disclosure Schedule, since the execution of that certain Bid Letter, dated as of September 4, 2020, by and between Medley and Buyer, (i) no Acquired Company has acquired, sold, assignedtransferred, transferred leased, licensed, pledged, mortgaged, assigned or granted otherwise disposed of, or encumbered or exchanged, any rights under loans or any portions thereof, (ii) none of Medley or the Acquired Companies have consented to or approved any material modification, amendment, waiver or any other change with respect to any licensesCompany Loan, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or including with respect to know-how any terms thereof, and (iii) there has been no (A) payment or prepayment of a Company Loan in excess of $150,000 for an individual Company Loan or $500,000 in the aggregate for all Company Loans (other than scheduled quarterly amortization payments in accordance with the Company Loan Documents), (B) actual or, to Medley’s Knowledge, proposed in writing, refinancings of any Company Loan, (C) actual or, to Medley’s Knowledge, proposed in writing, incremental financings or upsizes of any Company Loan, (D) actual or, to Medley’s Knowledge, proposed in writing, requests for amendments, waivers, consents or changes to any material terms of any Company Loan, and (E) sale, transfer or disposition of any Company Loan. (c) Since June 30, 2020, none of the Acquired Companies has, except to the extent expressly contemplated by this Agreement (or any other intangible asset includingTransaction Document) taken any action to make, but not limited tochange or rescind any Tax election, the Rights; (h) changed or adopted any annual Tax accounting period, changed or adopted any method of Tax accounting, filed any amended Tax Return or terminated taken any of the contractsposition on any Tax Return, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not “closing agreement” as described in Section 7121 of the ordinary course Code (or any corresponding or similar provision of business which wouldstate, individually local or in the aggregateforeign income Tax Law), materially adversely affect the Assets settled or the business compromised any action, examination, audit or investigation relating to Taxes, surrendered any right to a refund of DE; Taxes or (k) done waived or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.extended 14

Absence of Certain Changes or Events. Except Since the ------------------------------------ date of the Annual Balance Sheet, and except for any damages, liabilities, agreements, liens, indebtedness, transactions or other events of any kind that would not, individually or in the aggregate, have a material adverse effect on the Animal Health Business or the Companies, taken as a whole, or on any Major Business or Technology, and except for the Reorganization, the Excluded Assets Reorganization or the Excluded Liabilities Reorganization, (i) none of the Companies has incurred any liability or obligation (indirect, direct or contingent), or entered into or modified any agreement or other transaction; (ii) none of the Companies has sustained any loss, destruction or interference with its business or properties from fire, flood, windstorm, accident or other calamity or casualty (whether or not covered by insurance); (iii) there has been no change in the indebtedness of any of the Companies; (iv) none of the assets of the Companies has been subjected to any liens; (v) none of the Companies has made any change in any method of accounting or accounting practice; (vi) none of the Companies has sold, transferred, leased, subleased, licensed or otherwise disposed of, to any third party, any properties or assets; (vii) none of the Companies (x) has entered into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any employee, (y) has increased benefits payable under existing severance or termination pay policies or employment agreements, or (z) has increased compensation, bonus or other benefits payable to employees, other than "stay" bonuses or any other bonuses or payments deemed reasonably necessary by the Sellers in connection with the transactions contemplated herein (all of which such bonuses and payments are set forth on Exhibit 5.11Schedule 4.1.9(vii)); (viii) except for expenditures in accordance with a previously approved capital plan, since January 1none of the Companies has made any capital expenditures, 1996or commitment for a capital expenditure, DE for additions or improvements to property, plant and equipment, other than those that are not in excess of $100,000 individually or $500,000 in the aggregate; (ix) none of the Companies has not: agreed, whether in writing or otherwise, to do any of the foregoing, except as expressly contemplated by this Agreement; (ax) none of the Companies has suffered any adverse change inlabor dispute, other than routine individual grievances, or any activity or proceeding by a labor union, works council or representative thereof to organize any employees, or any lockouts, strikes, slowdowns, picketing, work stoppages or threats thereof by or with respect to such employees; (xi) none of the occurrence Companies has sold, assigned or otherwise disposed of or paid a dividend of any events of its material assets except to replace the same with assets of substantially equivalent type and value; and (xii) none of the Companies has transferred, granted or knowingly terminated any rights under any licenses, patents, trademarks, trade names, service marks or copyrights. Since the date of the Annual Balance Sheet, to Sellers' Knowledge, no supplier, agent, vendor, customer, licensee or licensor has threatened to withdraw from any contract or arrangement with the Companies, except for any such contracts or arrangements which, individually or in the aggregate, has would not be material to the Animal Health Business or have hadthe Companies, taken as a whole, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations any Major Business or business or Technology. Since the value date of the Assets; (b) incurred damage Annual Balance Sheet, to Sellers' Knowledge, no entity for which the Companies act as a distributor or destruction of supplier has threatened to withdraw from, or materially change, any material Asset or material portion of agreement with the AssetsCompanies, whether or not covered by insurance; (c) incurred except for any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into such contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which wouldwhich, individually or in the aggregate, materially adversely affect would not be material to the Assets Animal Health Business or the business of DE; Companies, taken as a whole, or (k) done to any Major Business or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.Technology. 4.1.10

Absence of Certain Changes or Events. Except Since June 30, 1994, except as set forth on Exhibit 5.11Schedule 3.17, since January 1, 1996, DE (i) there has not: (a) suffered not been any adverse change in, or the occurrence of any events which, individually or in the aggregateDivision Assets, Division Liabilities or financial condition or operations of the Division that has had or have had, or might could reasonably be expected to have, have a material adverse effect on, DE's financial condition, results Material Adverse Effect; (ii) no Seller or Acquired Subsidiary has contracted for or paid any capital expenditures in excess of operations or business $100,000 (or the value of foreign equivalent) relating to the AssetsDivision; (biii) incurred no Seller or Acquired Subsidiary has forgiven or canceled any material debts or claims or released or waived any material right relating to the Division; (iv) no Seller or Acquired Subsidiary has suffered any damage or destruction to or destruction loss of any material Asset or material portion Division Assets in excess of the Assets, whether or $100,000 and not covered by insurance; (c) incurred , or has disposed of any material obligation or liability assets (fixed or contingent) except (i) other than current trade or business obligations incurred assets, such as Inventory, disposed of in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (ev) mortgaged, pledged no Seller or subjected to lien Acquired Subsidiary has lost customers or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11)suppliers that would have a Material Adverse Effect; (fvi) soldno Seller or Acquired Subsidiary has undergone any change in accounting methods, transferred principles or leased practices relating to the Division; (vii) no Seller or Acquired Subsidiary has increased the rate of compensation payable or to become payable to any material Asset director, officer or material portion of the Assetsother Division Employee, or canceled or compromised any debt or material claims, except in each case, other than in the ordinary course of business; (gviii) sold, assigned, transferred no Seller or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended Acquired Subsidiary has cancelled or terminated any of material Contract relating to the contracts, agreements, leases Division or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions material Contract relating to the Division which is not in the ordinary course of business which would, individually the Business; and (ix) no Seller or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything Acquired Subsidiary has entered into any transaction that is material to invalidate this Agreement, any other Transaction Document, the Transactions, the Division or jeopardize its plant's or products' kosher certification by The Union to any of Orthodox Jewish Congregations of Americathe Division Assets that would have a Material Adverse Effect.

Absence of Certain Changes or Events. Except Since the date of the RTI Financial Statements, RTI and the South Jersey Subsidiary have conducted their respective businesses in the ordinary course and in a manner consistent with past practices, and since such date, except as set forth on Exhibit 5.11disclosed in the SEC Reports, since January 1, 1996, DE RTI has not: (a) suffered any material adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's its financial condition, results of operations or business business, or any material adverse changes in its consolidated balance sheet (analyzed as if prepared according to GAAP) (a "Material Adverse Change"), including but not limited to cash distributions or material decreases in the value net assets of the AssetsRTI; (b) incurred damage to suffered any damage, destruction or destruction of any material Asset loss, whether covered by insurance or material portion not, materially and adversely affecting the Purchased Assets, the Rockaway Property, the assets of the Assets, whether South Jersey Subsidiary or not covered by insuranceRTI's business; (c) incurred sold, leased, abandoned or otherwise disposed of any real property or any material obligation amounts of machinery, equipment or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, operating property other than in the ordinary course of business; (gd) sold, assigned, transferred transferred, licensed or granted otherwise disposed of any rights under or with respect to any licensesmaterial patent, agreements, patents, inventions, trademarkstrademark, trade namesname, copyrights brand name, copyright (or formulae pending application for any patent, trademark or with respect to copyright), invention, work of authorship, process, know-how how, formula or any trade secret or interest thereunder or other material intangible asset including, but not limited to, except in the Rightsordinary course of its business; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (je) entered into any transactions not material commitment or transaction (including without limitation any borrowing or capital expenditure) that would be included in the Assumed Liabilities under the terms of this Agreement, other than in the ordinary course of business; (f) incurred any liabilities that would be included in the Assumed Liabilities under the terms of this Agreement, except in the ordinary course of business and consistent with past practice which wouldwould be required to be disclosed in financial statements prepared in accordance with GAAP; (g) permitted or allowed any of the Purchased Assets, individually the assets of the South Jersey Subsidiary or the Rockaway Property to be subjected to any mortgage, deed of trust, pledge, lien, security interest or other encumbrance of any kind, except Permitted Encumbrances and any purchase money security interests incurred in the aggregateordinary course of business and mechanic's or materialmen's liens incurred in connection with ongoing construction of an addition to the North Carolina Property; (h) made any material amendment to or terminated any agreement which, materially adversely affect if such agreement not so amended or terminated, would be required to be disclosed on the Assets RTI Disclosure Schedule; (i) agreed to take any action described in Section 6.3 or which would constitute a material breach of any of the business of DErepresentations contained in this Agreement; or (kj) done or suffered anything taken any other action that would have required the consent of Sterigenics pursuant to Section 6.3 of this Agreement (and which has not been obtained) had such action occurred after the date of this Agreement and that would be reasonably likely to have a material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaadverse effect on RTI.

Absence of Certain Changes or Events. Except as set forth disclosed or reflected in the Company’s Public Documents publicly available on Exhibit 5.11SEDAR or in Schedule 4.16 to the Company Disclosure Statement, since January 1March 31, 1996, DE has not2004: (a) suffered any adverse change in, or the occurrence of any events which, individually or Company and its Material Subsidiaries have conducted their respective businesses only in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results ordinary course of operations or business or the value of the Assetsand consistent with past practice; (b) incurred damage to no liability or destruction obligation of any material Asset nature (whether absolute, accrued, contingent or material portion of the Assets, whether otherwise) which has had or not covered by insuranceis reasonably likely to have a Company Material Adverse Effect has been incurred; (c) incurred there has not been any material obligation event, circumstance or liability occurrence which has had or is reasonably likely to give rise to a Company Material Adverse Effect; (fixed or contingentd) there has not been any change in the accounting practices used by the Company and its Subsidiaries; (e) except for ordinary course adjustments to non-executive employees, there has not been any increase in the salary, bonus, or other remuneration payable to any non-executive employees of any of the Company or its Subsidiaries; (f) there has not been any redemption, repurchase or other acquisition of Common Shares by the Company, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the Common Shares; (g) there has not been a material change in the level of accounts receivable or payable, inventories or employees; (h) there has not been any entering into, or an amendment of, any Material Contract other than in the ordinary course of business consistent with past practice; (i) current trade there has not been any satisfaction or business obligations settlement or any claims or liabilities that were not reflected in the Company’s financial statements, other than the settlement of liabilities incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, business with affiliates consistent with past practice; and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into there has not been any transactions not increase in the ordinary course salary, bonus, or other remuneration payable to any officers or senior or executive officers of business which would, individually the Company or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaSubsidiaries.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since February 6, since January 11999, 1996, DE (A) each of the Company and the Company's Subsidiaries has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or conducted its business in the aggregateordinary course; (B) there has not been any change in the business, financial condition or results of operations of the Company or its Subsidiaries that has or have had, or might is reasonably be expected likely to have, a material adverse effect onMaterial Adverse Effect on the Company; (C) there has not been any entry by the Company or its Subsidiaries into any employment agreement, DE's financial condition, results of operations severance agreement or business or the value termination agreement with any employee of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any Company other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not than in the ordinary course of business which wouldexcept in connection with the transactions contemplated hereby; (D) there has not been any declaration, individually setting aside or payment of any dividend or other distribution with respect to the capital stock of the Company nor has there been any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or such Subsidiary; (E) there has not been any change by the Company in accounting principles, practices or methods; (F) except as provided for herein, there has not been any material increase in the aggregatecompensation payable or which could become payable by the Company and its Subsidiaries to their officers or key employees, materially adversely affect or any material amendment of any compensation and benefit plans; (G) there has not been any amendment of any material term of any outstanding security of the Assets Company or any of its Subsidiaries; (H) there has not been any acquisition, sale or transfer of any material assets of the business Company or any of DEits Subsidiaries; and (I) there has not been any entry by the Company or (k) done its Subsidiaries into any material joint venture or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaother similar arrangement with any Person.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since the date of the most recent Financial Statement provided to the Buyer, since January 1, 1996, DE Meadowlands has not: (ai) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's on the financial condition, condition or results of operations or business or the value of the AssetsMeadowlands; (bii) incurred damage to or destruction of any material Asset or material portion Assets individually or in the aggregate having a replacement cost in excess of the Assets$25,000, whether or not covered by insurance; (ciii) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred not in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (div) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00)25,000; (ev) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fvi) sold, transferred or leased any material Asset or material portion Assets individually or in the aggregate having a replacement cost in excess of the Assets$25,000, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (gvii) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, software, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (hviii) amended or terminated any of the contracts, contracts agreements, leases or arrangements which otherwise would have been set forth a material adverse financial impact on Exhibit 5.15.1 heretoMeadowlands; (iix) waived or released any other rights of material value; (jx) declared or paid any dividend on their capital stock, or set apart any money for distribution to or for their shareholders; (xi) redeemed any portion of their capital stock; (xii) entered into, or amended the terms of, any employment or consulting agreement not terminable on no more than 30-days notice without liability to Meadowlands or the Business; (xiii) incurred any indebtedness for borrowed money or guaranteed any such indebtedness of another entity or individual, or entered into any other arrangement having the economic effect of any of the foregoing; or (xiv) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americabusiness.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since December 31, since January 12001, 1996, DE has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were DYM has not entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any transaction other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, than in the ordinary course of business; (gii) sold, assigned, transferred there have been no losses or granted any rights under or with respect damage to any licensesof the assets due to fire or other casualty, agreementswhether or not insured, patentsamounting to more than $10,000 in the aggregate; (iii) there has been no increase or decrease in the rates of direct compensation payable or to become payable by DYM to any employee, inventionsagent or consultant, trademarks, trade names, copyrights or formulae or with respect to know-how or any bonus, percentage compensation, service award or other intangible asset includinglike benefit, but not limited togranted, made or accrued to or to the Rightscredit of any such employee, agent or consultant, or any material welfare, pension, retirement or similar payment or arrangement made or agreed to be made by DYM; (hiv) DYM has not executed, created, amended or terminated any material Contract; (v) DYM has not declared or paid any dividend or made any distribution on its capital stock, nor redeemed, purchased or otherwise acquired any of its capital stock; (vi) DYM has not received written notice that there has been a cancellation of an order for its products or a loss of a customer of DYM; (vii) there has been no resignation or termination of employment of any officer or employee of DYM identified on Schedule 3.10 (each, a "Key Employee") and DYM does not have knowledge of the contractsimpending resignation or termination of employment of any officer or Key Employee of DYM; (viii) DYM has no contingent obligations by way of guaranty, agreementsendorsement, leases indemnity, warranty or arrangements which otherwise would otherwise, other than product related guaranties, indemnities and warranties entered into in the ordinary course of business; (ix) there have been set forth on Exhibit 5.15.1 hereto; (i) waived no loans made by DYM to its employees, officers or released any directors, other rights of material value; (j) entered into any transactions not than travel advances and other advances made in the ordinary course of business which would, individually do not exceed $5,000 to any one person or $10,000 in the aggregate; (x) there has been no waiver or compromise by DYM of a material right or of a material debt owed to it; (xi) DYM has not made or agreed to make any disbursements or payments of any kind to any member or members of its Board of Directors in their capacities as members of the Board of Directors; (xii) there have been no capital expenditures by DYM exceeding $25,000 in the aggregate; (xiii) there has been no change in accounting methods or practices (including without limitation, materially adversely affect any change in depreciation or amortization policies or rates) by DYM; (xiv) there has been no change in accounting methods resulting in a revaluation by DYM of any of its assets; (xv) there has been no sale or transfer of any of DYM's assets, except in the Assets ordinary course of business; (xvi) there has been no loan by DYM to any third party; (xvii) there has been no commencement or notice of threat of commencement of any governmental proceeding against or investigation of DYM or its affairs; (xviii) there has been no revocation of any material license or right to do business granted to DYM; (xix) DYM has not paid any obligation or liability (fixed, contingent or otherwise) or discharged or satisfied any Lien, or settled any liability, claim, dispute, proceeding, suit or appeal pending or threatened against it, except in the ordinary course of business; (xx) there have been no other changes in the financial condition, assets, liabilities, business, prospects or the results of operations of DYM, except for changes occurring in the ordinary course of business or those that would not result in a Material Adverse Effect on DYM; (xxi) there has been no agreement or commitment by DYM to do or perform any of DEthe acts described in this Section 3.10; (xxii) DYM has not authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell or deliver any shares of any class of capital stock of DYM or any securities convertible into or exchangeable or exercisable for shares of any class of capital stock of DYM, except for the DYM Preferred Stock, the DYM Directors Options and the DYM Options; and (kxxiii) done since January 5, 2001,DYM has not amended its Certificate of Incorporation, bylaws, or suffered anything any other charter document, or effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction. For purposes of this Section 3.10, a financial change or event described therein as being "material" shall be deemed material to invalidate or jeopardize its plant's or products' kosher certification by The Union only if the amount of Orthodox Jewish Congregations of Americaall such changes and/or events is at least $25,000.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11in Section 4.08 of the Company Disclosure Schedule, since January 1March 31, 19962015, DE has not: (a) suffered the Company and its Subsidiaries have conducted their businesses in all material respects in the ordinary course and in a manner consistent with past practice (except for actions taken or not taken in connection with the Transactions), (b) there has not been any adverse change inin the financial condition, business or the results of their operations or any circumstance, occurrence of any events whichor development which has had, individually or in the aggregate, a Material Adverse Effect, including (i) there has not been any resignation or have hadtermination of any officer, key employee or might group of employees of the Company or any Subsidiary of the Company, which has had or can be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) there has not been any material adverse effect onchange, DE's financial conditionexcept in the ordinary course of business, results of operations or business or in the value contingent obligations of the Assets; Company and its Subsidiaries, taken as a whole, by way of guaranty, endorsement, indemnity or warranty which has had, individually or in the aggregate, a Material Adverse Effect, (biii) incurred damage to there has not been any damage, destruction or destruction of any material Asset or material portion of the Assetsloss, whether or not covered by insurance; (c) incurred any material obligation , materially and adversely affecting the properties, business or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any financial condition of the Assets (except for purchase money liens used in the acquisition of the AssetsCompany and its Subsidiaries, taken as set forth on Exhibit 5.11); (f) solda whole, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which wouldhas had, individually or in the aggregate, materially adversely affect a Material Adverse Effect, (iv) there has not been any sale, assignment, or exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets by the Assets Company or any of its Subsidiary, (v) there has not been any change in any Material Contract to which the business Company or any of DE; its Subsidiaries is a party or by which it is bound which has had, individually or in the aggregate, a Material Adverse Effect and (kvi) done there has not been any other event or suffered anything material condition of any character that, individually or in the aggregate, would be reasonably expected to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americahave a Material Adverse Effect.

Absence of Certain Changes or Events. Except Since the date of the Balance Sheet, except as set forth on Exhibit 5.11Schedule 4.7 of the Disclosure Schedules, since January 1, 1996, DE has not: (a) suffered any adverse change in, except as contemplated by this Agreement or except with the prior written consent of the Buyer or the occurrence of Acquisition Sub (which consent shall not be unreasonably withheld, conditioned or delayed), (i) there has not occurred any events which, individually or Material Adverse Effect with respect to the Company; (ii) the Company has conducted its business in the aggregateordinary course consistent with past practice; (iii) there has not been any material damage, has destruction or have hadloss with respect to the assets, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value properties and rights of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the AssetsCompany, whether or not covered by insurance; (civ) incurred the Company has not sold, leased, transferred or assigned any material obligation property or liability (fixed or contingent) assets, except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreementbusiness consistent with past practice; (dv) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) the Company has not mortgaged, pledged or subjected to lien Encumbrances (other than Permitted Encumbrances) any of its assets, properties or rights; (vi) the Company has not entered into, amended, modified, canceled or waived any rights under any Material Contract and no Material Contract has been terminated or cancelled prior to its stated term; (vii) the Company has not made any change in its accounting practices; (viii) the Company has not incurred, assumed or guaranteed any Indebtedness in excess of $50,000; (ix) the Company has not declared, set aside or paid any dividends or made any distributions on the Company’s capital stock or other equity securities or redeemed or purchased any shares of the Company’s capital stock or other equity securities; (x) the Company has not made any capital expenditures or commitments in a single transaction or series of related transactions in an amount in excess of $1,000,000; (xi) the Company has not acquired all or part of any entity or business (whether by the acquisition of stock, the acquisition of assets, merger or otherwise); (xii) the Company has not materially amended the terms of any existing Employee Plans other than as required by applicable Law and Schedule 4.7 sets forth all such amendments made during the period between the date of the Balance Sheet and the date of this Agreement; (xiii) the Company has not entered into any employment, compensation or deferred compensation agreement (or any amendment to any such existing agreement) with any officer or director of the Company other encumbrance than performance-based bonus arrangements entered into in connection with the transactions contemplated by this Agreement and Schedule 4.7 set forth all such employment, compensation or deferred compensation agreements (or any amendment to any such existing agreement) entered into during the period between the date of the Balance Sheet and the date of this Agreement; (xiv) the Company has not changed or authorized or proposed to change or authorize, any change in the articles of incorporation or bylaws of the Company; (xv) the Company has not made any change in the Tax elections of the Company, settled or compromised any material income Tax liability of the Company or made any change in any tax accounting method of the Company; and (xvi) the Company has not agreed, whether in writing or otherwise, to do any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaforegoing.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.115.10, since January 1, 19961998, DE Banner has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DEBanner's financial condition, results of operations or business Business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under including the Commitments Liabilities to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Ten Thousand Dollars ($5,000.0010,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 5.14.1 hereto; (i) waived or released any other rights of material value; or (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaBusiness.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11in Section 2.4 of the Disclosure Schedule, since January 1June 30, 1996, DE has not2001: (ai) suffered there has been no Material Adverse Effect on the NetCure Business or Purchased Assets; (ii) there has been no damage, destruction or loss, whether or not covered by insurance, that has or is likely to have a Material Adverse Effect on the NetCure Business or Purchased Assets; (iii) Seller has not incurred any adverse change inmaterial liability or obligation (whether accrued, absolute, contingent or otherwise) relating to the NetCure Business or the occurrence Purchased Assets other than in the ordinary course of business consistent with past practice, nor entered into any material transaction or agreement relating to the NetCure Business or the Purchased Assets not in the ordinary course of business; (iv) there has been no change in accounting methods, principles or practices by Seller or any of its Subsidiaries affecting the NetCure Business or Purchased Assets, except insofar as may have been required by a change in GAAP; (v) there has been no revaluation by Seller of any events of the Purchased Assets; (vi) Seller has operated the NetCure Business solely in the normal, usual and customary manner in the ordinary and regular course of business consistent with past practice; (vii) Seller has not Encumbered any of the Purchased Assets, other than Permitted Encumbrances, experienced any change in its relationships with its customers or suppliers of raw materials or other supplies used by Seller in the NetCure Business, except for changes in the ordinary course of business consistent with past practice which, individually or in the aggregate, has have not had or, as far as any Seller can reasonably foresee, is not likely to have or have had, cause a Material Adverse Effect on the NetCure Business or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Purchased Assets; (bviii) incurred damage to Seller has not canceled, compromised, waived or destruction released any right or claim (or series of any material Asset related rights or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingentclaims) except (i) current trade such as would not have or business obligations incurred result in a Material Adverse Effect on the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations NetCure Business or liabilities under the Commitments to the extent required thereby, Purchased Assets; and (iiiix) obligations and liabilities under this Agreement; (d) made Seller has not granted any license or entered into contracts or commitments to make any capital expenditures in excess sublicense of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; Purchased Assets (i) waived or released any other rights of material value; (j) than licenses to customers and suppliers entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaconsistent with past practice).

Absence of Certain Changes or Events. Except Since September 30, 2006, and except as set forth on Exhibit 5.11, since January 1, 1996, DE has notdisclosed in Schedule 4.9 of the Disclosure Schedule: (a) suffered any adverse change in, or the occurrence of any events which, individually or Cronos Entities have conducted their respective businesses only in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results ordinary course of operations or business or the value of the Assetsand consistent with past practice; (b) incurred damage to no liability or destruction obligation of any material Asset nature (whether absolute, accrued, contingent or material portion of the Assets, whether otherwise) which has had or not covered by insuranceis reasonably likely to have a Company Material Adverse Effect has been incurred; (c) incurred there has not been any material obligation event, circumstance or occurrence which is reasonably likely to give rise to a Company Material Adverse Effect; (d) there has not been any change in the accounting practices used by the Cronos Entities; (e) except for ordinary course increases consistent with past practice, there has not been any increase in the salary, bonus, or other remuneration payable to any employee of any of the Cronos Entities; (f) there has not been any redemption, repurchase or other acquisition of securities of the Company by the Company, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the Common Shares except for ordinary course dividends or distributions consistent with past practice; (g) no Cronos Entity has entered into or amended any Material Contract other than in the ordinary course of business consistent with past practice; (h) there has not been any satisfaction or settlement or any claim or liability (fixed or contingent) except (i) current trade or business obligations that was not reflected in the Company’s Financial Statements, other than the settlement of liabilities incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, business consistent with past practice; and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released there has not been any other rights action or event that would have required the consent of material value; (j) entered into any transactions not in the ordinary course Purchaser and the Sponsor under Section 5.1 had such action or event occurred after the date of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americathis Agreement.

Absence of Certain Changes or Events. Except Since January 28, 2006, except as set forth on Exhibit 5.11, since January 1, 1996, DE has notout in the Company Disclosure Letter or as Publicly Disclosed by the Company: (a) suffered the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course of business and consistent with past practice; (b) no liability or obligation of any adverse change innature (whether absolute, accrued, contingent or otherwise) which has had or is reasonably likely to have a Company Material Adverse Effect has been incurred; (c) there has not been any event, circumstance or occurrence which constituted, or the occurrence of any events which, individually or in the aggregate, has or have had, or might could reasonably be expected to havegive rise to, a material adverse effect on, DE's financial condition, results of operations or business or Company Material Adverse Effect; (d) there has not been any change in the value accounting practices of the AssetsCompany and its Subsidiaries; (be) incurred damage except for ordinary course increases consistent with past practice, there has not been any increase in the salary, bonus, or other remuneration payable to or destruction any employees of any material Asset or material portion of the Assets, whether Company or not covered by insuranceits Subsidiaries; (cf) incurred there has not been any redemption, repurchase or other acquisition of securities of the Company by the Company, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the Shares; (g) there has not been a material obligation change in the level of accounts receivable or liability payable, inventories or employees that is not consistent with the level of business, general economic conditions and past practice; (fixed h) the Company has not entered into or contingent) except amended any Material Contract other than in the ordinary course of business consistent with past practice; (i) current trade neither the Company nor any of its Subsidiaries has entered into or business obligations modified any severance, termination or similar agreements or arrangements with any officer of the Company or member of the Board of Directors; (j) there has not been any satisfaction or settlement or any material claims or liabilities that were not reflected in the Company’s financial statements, other than the settlement of liabilities incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreementbusiness consistent with past practice; (dk) made there has not been any incurrence or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien assumption by the Company or any of its Subsidiaries of any indebtedness other encumbrance any than incurrence of the Assets (except debt for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights working capital purposes under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not existing credit facilities in the ordinary course of business which wouldconsistent with past practice; and (l) there has not been any loan advance, individually capital contribution or investments made by the Company or any Subsidiary in or to any Person (other than a wholly-owned Subsidiary of the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaCompany).

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11disclosed in Section 3.1(g) of the Seller’s Disclosure Letter, reflected in the September 30, 2010 SAP Statements, or as contemplated by this Agreement, since January 1, 1996, DE has not2010: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or the Acquired Company and the Acquired Company Subsidiaries have conducted their business obligations incurred in the ordinary course of businesscourse, none of which were entered into for grossly inadequate consideration, consistent with past practice; (ii) obligations there has been no change in or liabilities under failure to comply with the Commitments to claims payment, actuarial, financial or accounting practices or policies adopted by the extent required therebyAcquired Company and each of the Acquired Company Subsidiaries, and (iii) obligations and liabilities under this Agreement; (d) made except as contemplated by Section 3.1(g)(v), there has been no material adverse change in the financial position of the Acquired Company or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11)Acquired Company Subsidiaries; (fiv) sold, transferred no management or leased any material Asset service charge or material portion of similar payment has been made by the Assets, Acquired Company or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contractsAcquired Company Subsidiaries, agreementson the one hand, leases to the Seller or arrangements which otherwise would any of the Seller’s Affiliates, on the other; and (v) to the Knowledge of the Seller, the Acquired Company and the Acquired Company Subsidiaries, taken on a combined basis, have been set forth on Exhibit 5.15.1 hereto; not suffered any material adverse claims development during the period from June 30, 2010 through the date of this Agreement (ifor the avoidance of doubt, this Section 3.1(g)(v) waived refers to the aggregate claims results for the Acquired Company and the Acquired Company Subsidiaries and not to individual claims or released any other rights of material value; (j) entered into any transactions not programs). Except as contemplated or permitted by this Agreement, as required by Law or as properly reflected in the ordinary course September 30, 2010 SAP Statements, during the period from January 1, 2010 to the date hereof, the Acquired Company and the Acquired Company Subsidiaries have not through the date hereof, taken any of business which would, individually or the actions listed in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaSection 4.1.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Schedule 4.15, since January 1the Most Recent LED Balance Sheet Date, 1996there has been no LED Material Adverse Effect and no event, DE has not: (a) suffered any adverse change inchange, condition or the occurrence of any events circumstance which, individually or in the aggregate, has or have had, or might could reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or have an LED Material Adverse Effect. Without limiting the value generality of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assetsforegoing, whether or not covered since that date, except as expressly contemplated by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance : Neither LED nor any of the Assets (except its Subsidiaries has made any cash distributions or capital expenditures, including to any holder of its equity or for purchase money liens used in the acquisition any such holder's direct or indirect benefit; Neither LED nor any of the Assets, as set forth on Exhibit 5.11); (f) its Subsidiaries has sold, transferred or leased any material Asset or material portion of the Assetsleased, transferred, or canceled assigned any of its assets, tangible or compromised any debt or material claimsintangible, except in each case, other than for a fair consideration in the ordinary course of business; No Person (gincluding LED or any of its Subsidiaries) soldhas accelerated, terminated, modified, or cancelled any Contract or license (or series of related Contracts and licenses) involving more than $10,000 to which LED or any of its Subsidiaries is a party or is bound; Neither LED nor any of its Subsidiaries has delayed or postponed the payment of accounts payable and other liabilities outside the ordinary course of business; Neither LED nor any of its Subsidiaries has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $10,000; Neither LED nor any of its Subsidiaries has transferred, assigned, transferred or granted any license or sublicense of any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the RightsIntellectual Property; (h) amended or terminated Neither LED nor any of the contractsits Subsidiaries has experienced any material damage, agreementsdestruction, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 heretoloss (whether or not covered by insurance) to its property; Neither LED nor any of its Subsidiaries has made any loans or advanced any money or other property, to any employee, officer, independent contractor or other Person (i) waived or released any other rights of material value; (j) entered into any transactions not except advances to employees in the ordinary course of business which would, individually or not in excess of $5,000 in the aggregate); Neither LED nor any of its Subsidiaries has established, materially adversely affect entered into, adopted, amended, modified or terminated any LED Employee Plan or other arrangement that would be an LED Employee Plan if it were in existence as of the Assets date of this Agreement; Neither LED nor any of its Subsidiaries has increased the compensation or fringe benefits of any present or former employee or director (except for increases in salary or wage rates in the business ordinary cause of DEbusiness); Neither LED nor any of its Subsidiaries has granted any severance or (k) done termination pay to any present employee or suffered anything director; Neither LED nor any of its Subsidiaries has discharged a material liability or Encumbrance outside the ordinary course of business; and Neither LED nor any of its Subsidiaries has committed to invalidate or jeopardize its plant's or products' kosher certification by The Union any of Orthodox Jewish Congregations of Americathe foregoing.

Absence of Certain Changes or Events. Except in connection with the Transactions and as set forth on Exhibit 5.11disclosed in the Parties Letter of Intent (“LOI”) and subsequent amendments thereto, since from January 13, 19962017 (original date of LOI) to the date of this Agreement, DE the Parties have conducted their business only in the ordinary course, and during such period there has notnot been: (a) suffered any adverse change inin the assets, liabilities, financial condition or operating results of the occurrence Parties, except changes in the ordinary course of any events whichbusiness that have not caused, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or on the value of the AssetsParties; (b) incurred damage to any damage, destruction or destruction of any material Asset or material portion of the Assetsloss, whether or not covered by insurance, that would have a material adverse effect on the Parties; (c) incurred any waiver or compromise by the Parties of a valuable right or of a material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments debt owed to the extent required thereby, and (iii) obligations and liabilities under this Agreementit; (d) made any satisfaction or entered into contracts or commitments to make discharge of any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgagedlien, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assetsclaim, or canceled encumbrance or compromised payment of any debt or material claimsobligation by the Parties, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business and the satisfaction or discharge of which wouldwould not have a material adverse effect on the Parties; (e) any material change to a material Contract by which the Parties or any of their assets are bound or subject; (f) any mortgage, individually pledge, transfer of a security interest in, or lien, created by the Parties, with respect to any of their material properties or assets, except liens for taxes not yet due or payable and liens that arise in the aggregateordinary course of business and does not materially impair the Parties’ ownership or use of such property or assets; (g) any loans or guarantees made by the Parties to or for the benefit of their employees, materially adversely affect officers or directors, or any Alamo Surviver Members of their immediate families, other than travel advances and other advances made in the Assets ordinary course of their businesses; (h) any alteration of the Parties’ method of accounting or the business identity of DEtheir auditors; (i) any declaration or payment of dividend or distribution of cash or other property to the Alamo Surviver Members or any purchase, redemption or agreements to purchase or redeem any of the Parties’ interests; (j) any issuance of equity securities to any officer, director or affiliate; or (k) done any arrangement or suffered anything material commitment by the Parties to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations of Americathe things described in this Section.

Absence of Certain Changes or Events. Except Since April 30, 2019, until the date of this Agreement except as set forth on Exhibit 5.11expressly required by this Agreement or any Ancillary Agreement, since January 1, 1996, DE has not: (a) suffered Liberty and its Subsidiaries have conducted their respective businesses in all material respects in accordance with the ordinary course of such businesses and (b)(i) there has not been any adverse change inchange, effect, event, circumstance, occurrence or the occurrence state of any events whichfacts that has had or would reasonably be expected to have, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate considerationLiberty Material Adverse Effect, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess neither Liberty nor one of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) its Subsidiaries has sold, transferred leased, transferred, assigned or leased otherwise disposed of any material Asset or material portion of the Assetsassets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not than in the ordinary course of business consistent with past practice, (iii) no Contract (or series of related Contracts) to which wouldLiberty or one of its Subsidiaries is a party involving annual payments of more than $1,000,000 has been entered into, individually amended or modified in any material respect, accelerated, terminated, assigned or cancelled, (iv) Liberty has not settled, cancelled, comprised, waived or released any right or claim (or series of related rights and claims) involving more than $1,000,000, other than in the aggregateordinary course of business consistent with past practice, materially adversely affect (v) there has been no increase granted in, and no enhancement of the Assets terms of, the compensation (including by issuing any incentive award) or any benefits of any manager, officer or employee of Liberty or its Subsidiaries, in each case whose base compensation exceeds $250,000, other than in the ordinary course of business consistent with past practice, (vi) Liberty and its Subsidiaries have maintained their assets and properties in the ordinary course of DE; business consistent with past practice, (vii) Liberty has not (A) declared, set aside or paid any distribution in respect of the capital stock of Liberty or other equity interests of Liberty or (kB) done redeemed or suffered anything purchased any capital stock of Liberty or other equity interests of Liberty, (viii) neither Liberty nor its Subsidiaries have made, changed or revoked any material Tax election, filed an amended Tax Return, settled any Tax audit or changed any Tax accounting periods or methods and (ix) neither Liberty nor its Subsidiaries have committed to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations of Americathe foregoing.

Absence of Certain Changes or Events. Since the Balance Sheet Date, there has been no event or set of circumstances that resulted in or is reasonably likely to result in a Company Material Adverse Effect. Except as set forth on Exhibit 5.11Schedule 2.7, since January 1the Balance Sheet Date, 1996each of the Company and its Subsidiary has conducted its business in the Ordinary Course of Business, DE and has not: not (a) suffered paid any adverse change individend or distribution in respect of, or redeemed or repurchased any of, its capital stock; (b) incurred loss of, or injury to, any of the occurrence material Assets, whether as the result of any events natural disaster, labor trouble, accident, other casualty, or otherwise except for such loss or injury that would not have a Company Material Adverse Effect; (c) incurred, or become subject to, any material liability (absolute or contingent, matured or unmatured, known or unknown), and has no Knowledge of any basis for such liabilities, except current liabilities incurred in the Ordinary Course of Business; (d) mortgaged, pledged or subjected to any Encumbrance (other than Permitted Encumbrances) any of the Assets other than in the Ordinary Course of Business; (e) sold, exchanged, transferred or otherwise disposed of any of the Assets except in the Ordinary Course of Business, or canceled any debts or claims, in each case in excess of $5,000 individually or $25,000 in the aggregate; (f) written down the value of any Assets or written off as uncollectible any accounts receivable, except write downs and write-offs in the Ordinary Course of Business, none of which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of businessis material; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not other than in the ordinary course Ordinary Course of Business; (h) made any change in any method of accounting or accounting practice except as required by concurrent changes in GAAP; or (i) made any agreement to do any of the foregoing, other than with Sxxxxxx Xxxxx Bxxxxx Inc. or Axxxx & Company, negotiations with Martek and its representatives regarding the transactions contemplated by this Agreement and engagements of legal and accounting advisers in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 2.7, since December 31, 2001, there has not been: (i) any change in the financial condition, Assets, liabilities, personnel policies or practices, or contracts or business which wouldof the Company or its Subsidiary or in their respective relationships with suppliers, customers, licensors, licensees, distributors, lessors or others, except changes in the Ordinary Course of Business (it being understood that the Company has incurred losses from operations), or changes that would not, individually or in the aggregate, materially adversely affect have a Company Material Adverse Effect; (ii) any damage, destruction or loss (whether or not covered by insurance) in excess of $5,000 individually or $25,000 in the Assets aggregate; (iii) any forgiveness or cancellation of debts or claims owed to the business Company or its Subsidiary in excess of DE$5,000 individually or $25,000 in the aggregate, or termination, abandonment or waiver of any material rights; (iv) other than the Company’s option repricing program, any increase in the compensation or benefits payable or to become payable by the Company or its Subsidiary to any of the directors, officers, consultants or employees of the Company; (v) any discharge or satisfaction of any Lien or payment of any liability or obligation by the Company or its Subsidiary other than current liabilities in the Ordinary Course of Business or Liens that are not material; or (kvi) done any agreement to do any of the foregoing, other than with Sxxxxxx Xxxxx Bxxxxx Inc. or suffered anything material to invalidate or jeopardize Axxxx & Company, negotiations with Martek and its plant's or products' kosher certification representatives regarding the transactions contemplated by The Union this Agreement and engagements of Orthodox Jewish Congregations of Americalegal counsel and accounting advisors in connection with the transactions contemplated by this Agreement.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11and described in Schedule 3.6, since January 1the Current Balance Sheet Date, 1996there has been no change in the business, DE operations, condition (financial or otherwise) of the Station, the Elcom Assets (other than Excluded Assets) or Liabilities of Seller which is reasonably likely to have a Material Adverse Effect. Except as set forth and described in Schedule 3.6, since the Current Balance Sheet Date, Seller has not: conducted its business diligently and substantially in the manner heretofore conducted and only in the Ordinary Course of Business, and Seller has not (a) suffered any adverse change inincurred an uninsured loss of, or significant injury to, any of the occurrence Elcom Assets (other than Excluded Assets) as the result of any events fire, explosion, flood, windstorm, earthquake, labor trouble, riot, accident, act of God or public enemy or armed forces, or other casualty in excess of One Hundred Thousand Dollars ($100,000) in the aggregate, which loss or injury has not been replaced or repaired; (b) incurred, or become subject to, any material obligation or material liability (absolute or contingent, matured or unmatured, known or unknown), except Liabilities incurred in the Ordinary Course of Business; (c) discharged or satisfied any Encumbrance or paid any material obligation or material liability (absolute or contingent, matured or unmatured, known or unknown), other than Liabilities shown in the balance sheets furnished pursuant to Section 3.5, Liabilities incurred since the Current Balance Sheet Date in the Ordinary Course of Business and repayment of indebtedness from the proceeds of the transactions contemplated by this Agreement; (d) mortgaged, pledged or subjected to any Encumbrance any of the Elcom Assets (other than the Excluded Assets), other than in the Ordinary Course of Business; (e) sold, exchanged, transferred or otherwise disposed of any of the Elcom Assets (other than the Excluded Assets) or canceled any debts or claims, other than in the Ordinary Course of Business; (f) written down the value of any Elcom Assets, except write-downs (i) in the Ordinary Course of Business, none of which, individually or in the aggregate, has or have hadconstitutes a Material Adverse Effect, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent as are required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of businessby GAAP; (g) sold, assigned, transferred made any material increase in compensation or granted any rights under or with respect benefits payable to any licensesemployee, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not other than in the ordinary course Ordinary Course of business which wouldBusiness; (i) made capital expenditures, individually or in the aggregateentered into commitments therefor, materially adversely affect in excess of the Assets capital expenditures budgets previously delivered to Buyer; (j) made any material change in any method of accounting or the business of DEaccounting practice, except as may be required under GAAP; or (k) done or suffered anything material entered into any agreement to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations of Americathe foregoing.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11At Closing, since January 1Company shall own fifty percent (50%) of the membership interests in each of Tecstar Manufacturing Canada Limited, 1996a Nova Scotia limited company ("Tecstar Canada"), DE Tesctar, LLC, an Indiana limited liability company ("Tecstar USA"), and Tarxien Automotive Products Limited, a Nova Scotia limited company ("Tarxien"). Since June 30, 2003, the Company has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or conducted its business only in the aggregate, ordinary course consistent with past practice and there has not occurred any event or condition which has or have had, or might may reasonably be expected to havehave a Material Adverse Effect including, a material adverse effect on, DE's financial condition, results of operations or business or and without limiting the value generality of the Assets; foregoing, the Company has not (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (ca) incurred any material obligation or liability liability, secured or unsecured (fixed whether accrued, absolute, contingent or contingent) otherwise), whether due or to become due, except (i) current trade or business obligations incurred liabilities in the ordinary course of business, none of which were entered into for grossly inadequate considerationbusiness consistent with past practice or those reflected on the Unaudited Financial Statements, (iib) obligations discharged or satisfied any Lien (except for Permitted Liens) or paid any obligation or liability, except current liabilities under becoming due in the Commitments to the extent required therebyordinary course of business consistent with past practice, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (ec) mortgaged, pledged or subjected to lien or any other encumbrance a Lien (except for Permitted Liens) any of the Assets Company's properties or assets, (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fd) sold, transferred transferred, licensed or leased any material Asset or material portion otherwise disposed of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases Company's properties or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any assets other rights of material value; (j) entered into any transactions not than in the ordinary course of business consistent with past practice, (e) increased the compensation payable or to become payable by it to any of its directors, officers, salaried employees or agents whose total annual individual compensation for services rendered after any such increase is more than One Hundred Thousand ($100,000) Dollars, except as provided by an agreement either written or oral, the terms of which wouldhave been disclosed to Parent, individually or made any bonus, percentage of compensation or other like benefit accruing to or for the credit of any such directors, officers, employees, consultants or agents of the Company, except in accordance with a Company Benefit Plan (as defined below), (f) terminated or received any notice of termination of any material contract, license, lease, trademark, patent, patent application, copyright or trade name protection or other agreement, (g) suffered any damage, destruction or loss (whether or not covered by insurance) adversely affecting the Company's properties or assets, (h) suffered any taking or seizure of all or any part of the Company's properties or assets by condemnation or eminent domain, (i) experienced any material change in its relations with its vendors, suppliers, lenders, dealers, distributors, customers, employees, consultants or agents, (j) except as disclosed on Schedule 3.08, acquired any capital stock or other securities of any corporation or any interest in any business enterprise or otherwise made any loan or advance to or investment in any person, firm or corporation (other than advances to employees in the ordinary course of business consistent with past practice), (k) made any capital expenditures or capital additions exceeding One Hundred Fifty Thousand ($150,000) Dollars singly or Two Hundred Thousand ($200,000) Dollars in the aggregate, materially adversely affect (1) instituted, settled or agreed to settle any litigation, action or proceeding before any court or governmental body affecting its financial condition, its property or its business operations involving a claim in excess of Twenty Thousand ($20,000) Dollars, (m) made any purchase commitment in excess of normal ordinary and usual requirements or made any material change in its selling, pricing or personnel practices other than in the Assets ordinary course of business consistent with past practice, (n) made any change in accounting principles or methods or in the manner of keeping books, accounts and records of the Company which is, or may be, inconsistent with the principles or methodology by which the Unaudited Financial Statements have been prepared, (o) entered into any contract, agreement, lease or other arrangement or transaction or taken any other action, except in the ordinary course of business consistent with past practice, (p) changed the authorized capital stock of DE; the Company, redeemed any capital stock of the Company, issued, sold or otherwise disposed of any capital stock of the Company or any option to acquire capital stock of the Company or any securities convertible into or exchangeable for capital stock of the Company, or entered into any agreements creating funded indebtedness of the Company, (q) made any declaration, setting aside or payment of any dividend or any other distribution (whether in cash, stock or property) in respect of its capital stock, or (kr) done entered into any agreement or suffered anything material made any commitment to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations the things described in the preceding subsections (a) through (q) of Americathis Section 3.08.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Schedule 3.6 of the Disclosure Schedule, since January 1December 27, 1996, DE has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration1997, (iiA) obligations or liabilities under the Commitments to the extent required thereby, Company and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but its Subsidiaries have not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions material oral or written agreement or other transaction, that is not in the ordinary course of business or that would result in a Material Adverse Effect on the Company, excluding any changes and effects resulting from changes in economic, regulatory or political conditions or changes in conditions generally applicable to the industries in which wouldthe Company and Subsidiaries of the Company are involved and except for any such changes or effects resulting from this Agreement, individually the transactions contemplated hereby or the announcement thereof; (B) the Company and its Subsidiaries have not sustained any loss or interference with their business or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance) that has had a Material Adverse Effect on the Company; (C) other than any indebtedness incurred by the Company after the date hereof as permitted by Section 4. l(b)(v), there has been no material change in the aggregateconsolidated indebtedness of the Company and its Subsidiaries, materially adversely affect and no dividend or distribution of any kind declared, paid or made by the Assets Company on any class of its stock; (D) there has been no event causing, or reasonably likely to cause, a Material Adverse Effect on the Company, excluding any changes and effects resulting from changes in economic, regulatory or political conditions or changes in conditions generally applicable to the industries in which the Company and Subsidiaries of the Company are involved and except for any such changes or effects resulting from this Agreement, the transactions contemplated hereby or the business announcement thereof; (E) except as permitted by this Agreement, there has been no direct or indirect redemption, purchase or other acquisition of DEany shares of the Company's capital stock, or any declaration, setting aside or payment of any dividend or other distribution by the Company in respect of the Company's capital stock, or any issuance of any shares of capital stock of the Company, or any granting to any person of any option to purchase or other right to acquire shares of capital stock of the Company or any stock split or other change in the Company's capitalization; (F) neither the Company nor any Subsidiary has entered into or agreed to enter into any new or amended contract with any labor unions representing employees of the Company or any subsidiary; (G) neither the Company nor any Subsidiary has entered into or agreed to enter into any new or amended contract with any of the officers thereof or otherwise increased the compensation payable to the officers or directors of any such entity; (H) except as disclosed in the Company SEC Documents, neither the Company nor any Subsidiary has entered into or agreed to enter into any amendment of any material term of any outstanding security of the Company or any Subsidiary; and (I) except as disclosed in the Company SEC Documents, neither the Company nor any Subsidiary has entered into or agreed to enter into (i) any severance grant or txxxxxxxxxx xxx to any director, officer or employee of the Company or any Subsidiary, (ii) any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or (kiv) done increase in compensation, bonus or suffered anything material other benefits payable to invalidate directors, officers or jeopardize its plant's employees of the Company or products' kosher certification by The Union any Subsidiary, other than in the ordinary course of Orthodox Jewish Congregations of Americabusiness consistent with past practice.

Absence of Certain Changes or Events. Since September 30, 2003 and through the date of this Agreement, except as set forth in Section 3.07 of the Disclosure Schedule or as contemplated by this Agreement, there has been no event or circumstance which has resulted in a Material Adverse Effect or would reasonably be likely to result in a Material Adverse Effect. Except as set forth on Exhibit 5.11in Section 3.07 of the Disclosure Schedule or as contemplated by this Agreement, since January 1September 30, 19962003, DE has not: (ai) suffered any adverse change inthe Asset Sellers and the Business Subsidiaries have conducted the Business in the ordinary course of business consistent with past practice, (ii) neither the Sellers nor the Business Subsidiaries have increased, or the occurrence agreed to increase (including by means of amendment or extension of any events whichEmployee Plan or adoption of any new Employee Plan), individually the wages, salaries, bonuses, incentives, pension or other benefits payable to any employee or consultant of the Business, other than in the aggregateordinary course of business (and no benefits have been granted or promised that would be payable or triggered by the transactions contemplated by the Transaction Agreements), has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results (iii) none of operations or business the Asset Sellers or the value of the Assets; (b) incurred damage to Business Subsidiaries has sold, assigned, leased, transferred or destruction otherwise disposed of any material Asset or material portion Transferred Asset, other than in the ordinary course of business consistent with past practice, (iv) none of the AssetsBusiness Subsidiaries has issued or sold any equity securities or securities, whether warrants, options or not covered by insurance; other rights to acquire equity securities of any of the Business Subsidiaries, (cv) incurred none of the Business Subsidiaries has made any material obligation capital expenditures or liability (fixed or contingent) except (i) current trade or business obligations incurred commitments to make any capital expenditure in an amount exceeding $500,000 in the aggregate, other than in the ordinary course of business, (vi) none of which were the Business Subsidiaries has acquired any business or Person (whether by acquisition of stock or assets, merger or otherwise), (vii) none of the Asset Sellers has voluntarily subjected any portion of the Transferred Assets to any Lien, other than any Permitted Liens, (viii) none of the Asset Sellers or the Business Subsidiaries has received any valid written notice of termination of any Material Contract and (ix) none of the Sellers, the Asset Sellers or the Business Subsidiaries, as applicable, has entered into for grossly inadequate consideration, any agreement or commitment with respect to the matters referred to in clauses (ii) obligations or liabilities under the Commitments to the extent required thereby, and through (iiivii) obligations and liabilities under of this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaSection 3.07.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Subject to the final sentence of this Section 3.07, except for actions undertaken in connection with this Agreement and the transactions contemplated hereby, since January 1, 1996, DE has not: the Audited Balance Sheet Date (a) suffered the Company and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course consistent with past practice, (b) there have not been any adverse change in, changes or the occurrence of any events which, effects that individually or in the aggregate, has or have had, or might aggregate would reasonably be expected to havehave or have had a Company Material Adverse Effect, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred neither the Company nor any of its Subsidiaries has engaged in any material obligation transaction or liability entered into any material agreement outside the ordinary course of business, (fixed d) neither the Company nor any of its Subsidiaries has increased the compensation of any officer or contingent) except (i) current trade granted any general salary or business obligations incurred benefits increase to their respective employees, other than in the ordinary course of business, none (e) there has been no declaration, setting aside or payment of which were any dividend or other distribution with respect to the Company Capital Stock, or any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any stock or other securities of the Company or any of its Subsidiaries, (f) there has been no change by the Company in accounting principles, practices or methods, (g) there has been no implementation of any employment loss that could implicate the Worker Adjustment and Retraining Notification Act, as amended, or any similar state or local law, regulation or ordinance, (h) there has been no material damage, destruction, or loss (whether or not covered by insurance) to any of the properties of the Company or its Subsidiaries, (i) there has been no indebtedness for borrowed money incurred by the Company or any of its Subsidiaries or any commitment to incur indebtedness entered into for grossly inadequate considerationby the Company or any of its Subsidiaries, other than Existing Company Indebtedness, (iij) obligations there has been no amendment of the Organizational Documents of the Company or liabilities under the Commitments to the extent required therebyany of its Subsidiaries, and (iiik) obligations and liabilities under this Agreement; (d) made there has been no agreement, whether oral or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgagedwritten, pledged or subjected to lien by the Company or any other encumbrance of its Subsidiaries to do any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased foregoing. This Section 3.07 does not relate to any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or matters with respect to any licensesenvironmental matters and taxes, agreementswhich are addressed solely in Section 3.11 and Section 3.14, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americarespectively.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11in the ------------------------------------ Disclosure Schedule or as expressly permitted by SECTION 4.1(D) since September 30, since January 11997, 1996and to and including the date of this Agreement, DE (i) Deep Run has not: (a) not incurred any obligations or liabilities other than in the ordinary course of business and has not incurred any indebtedness for money borrowed; made any loans to or guaranteed any indebtedness of others; prepaid any indebtedness; changed or modified any existing accounting method, principle or practice; sold, leased, encumbered, mortgaged or otherwise disposed of any tangible assets or properties which are material to Deep Run other than sales of Inventory and obsolete equipment in the ordinary course of business; sold, assigned or transferred any patents, trademarks, trade names, or other intangible assets; suffered any adverse change in, business interruption or the occurrence of any events which, individually disruption or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assetslabor disputes, whether or not covered by insurance; (c) incurred entered into or modified any agreement, contract or commitment outside the ordinary course of business or involving payments or obligations in excess of $25,000 for each such agreement, contract or commitment in any year or $75,000 for all such agreements in the aggregate; purchased any capital assets in excess of $50,000 in the aggregate; leased any assets as lessee or lessor; terminated or modified any lease to which it is a party or by which it is bound, except for terminations of leases which expired in accordance with their terms; suffered any material obligation destruction of its properties, whether or liability (fixed not covered by insurance; suffered any material and adverse changes in its business, operations, properties or contingent) except (i) current trade financial condition; written down or business obligations incurred written up any of its Inventory other than in the ordinary course of business; adopted, none of which were entered into for grossly inadequate considerationor agreed to enter into, or amended or agreed to amend any Employee Benefit Plans (ii) obligations as defined in Section 3.1(q)); other than in the ordinary course of business and consistent with past practice, made any changes in the customary methods used in operating Deep Run's business (including its marketing, selling and pricing practices and policies); waived any right of material value under any Material Contract; failed to perform any of its obligations, or liabilities suffered or permitted to exist and be continuing any default by it under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreementany Material Contract; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, transaction other than in the ordinary course of business; (gii) sold, assigned, transferred no dividends or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would distributions have been set forth on Exhibit 5.15.1 heretoaside, made or paid; (iiii) waived no shares of capital stock of Deep Run have been purchased, redeemed or released any otherwise acquired, directly or indirectly, by Deep Run; (iv) no stocks, bonds or other shares of capital stock of Deep Run, or options or other rights of material valueto purchase the same have been issued or authorized for issuance; (jv) entered into Deep Run has not increased or decreased the compensation of any transactions not of its officers, directors or employees, except pursuant to Deep Run's existing compensation plans and practices that are referenced in the ordinary course Disclosure Schedule, and no sums or other corporate assets have been paid to or withdrawn by the directors or officers of business which wouldDeep Run, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.except for ordinary

Absence of Certain Changes or Events. Except as set forth disclosed or reflected in the Hydrogenics Public Documents publicly available on Exhibit 5.11SEDAR or EXXXX or in Schedule 3.16 to the Hydrogenics Disclosure Statement, since January 1December 31, 1996, DE has not2003: (a) suffered any adverse change in, or the occurrence of any events which, individually or Hydrogenics and its Material Subsidiaries have conducted their respective businesses only in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results ordinary course of operations or business or the value of the Assetsand consistent with past practice; (b) incurred damage to no liability or destruction obligation of any material Asset nature (whether absolute, accrued, contingent or material portion of the Assets, whether otherwise) which has had or not covered by insuranceis reasonably likely to have a Hydrogenics Material Adverse Effect has been incurred; (c) incurred there has not been any material obligation event, circumstance or liability occurrence which has had or is reasonably likely to give rise to a Hydrogenics Material Adverse Effect; (fixed or contingentd) there has not been any change in the accounting practices used by Hydrogenics and its Subsidiaries; (e) except for ordinary course adjustments to non-executive employees, there has not been any increase in the salary, bonus, or other remuneration payable to any non-executive employees of any of Hydrogenics or its Subsidiaries; (f) there has not been any redemption, repurchase or other acquisition of Hydrogenics common shares by Hydrogenics, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to such common shares; (g) there has not been a material change in the level of accounts receivable or payable, inventories or employees; (h) there has not been any entering into, or an amendment of, any Material Contract other than in the ordinary course of business consistent with past practice; (i) current trade there has not been any satisfaction or business obligations settlement or any claims or liabilities that were not reflected in Hydrogenics’ financial statements, other than the settlement of liabilities incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, business with affiliates consistent with past practice; and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into there has not been any transactions not increase in the ordinary course salary, bonus, or other remuneration payable to any officers or senior or executive officers of business which would, individually Hydrogenics or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaSubsidiaries.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Schedule 4.05 or as contemplated by this Agreement, since January 1December 31, 1996, DE has not: (a) suffered any adverse change in, or Seller conducted the occurrence business of any events which, individually or the Divisions in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DEordinary course and consistent with Seller's financial condition, results of operations or business or the value of the Assetspast practice; (b) incurred damage to or destruction of there has not been any material Asset or material portion of the Assets, whether or not covered by insuranceSeller Material Adverse Effect; (c) incurred there has not been any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred change in the ordinary course of businessaccounting methods or practices followed by Seller or any Subsidiary, none of which were entered into for grossly inadequate consideration, except as required by generally accepted accounting principles (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement"GAAP"); (d) made there has not been any sale, lease, transfer, assignment, abandonment or entered into contracts other disposition of (including, without limitation, any grant of an option or commitments similar right to make purchase) any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any asset which would be a Purchased Asset other encumbrance any of the Assets (except than for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, a fair consideration in the ordinary course of business; (e) Seller has not entered into any material transaction with any of its officers, directors or employees; (f) No party (including any of Seller and its Subsidiaries) has accelerated, terminated, modified or canceled (prior to the expiration of its term) any material agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) relating to the business of the Divisions and to which any of Seller and its Subsidiaries is a party or by which any of its assets is bound; (g) soldNone of Seller and its Subsidiaries has delayed or postponed the payment of accounts payable or other liabilities of any kind or nature relating to the Divisions or the Purchased Assets outside the ordinary course of business; 6 12 (h) None of Seller and its Subsidiaries has canceled, assignedcompromised, transferred waived, or released any right or claim (or series of related rights and claims) relating to the Divisions or the Purchased Assets outside the ordinary course of business; (i) None of Seller and its Subsidiaries has granted any license or sublicense of any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material valueIntangible Assets; (j) entered into None of Seller and its Subsidiaries has experienced any transactions damage, destruction or loss (whether or not covered by insurance) to any material assets of the Divisions, ordinary wear and tear excepted; (k) None of Seller and its Subsidiaries has granted any increase in the base compensation of, or made any other change in the employment terms for, any employees of the Divisions outside the ordinary course of business which wouldbusiness; (l) None of Seller and its Subsidiaries has adopted, individually amended, modified or in terminated any bonus, profit-sharing, incentive, severance or other plan, contract or commitment for the aggregate, materially adversely affect benefit of any of the Assets employees of the Divisions (or taken any such action with respect to any other employee benefit plan); (m) None of Seller and its Subsidiaries has sold or otherwise transferred any Intangible Asset; and (n) neither Seller nor any Subsidiary has entered into any commitment or other agreement to do any of the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.foregoing. 4.06

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since August 31, since January 1, 1996, DE 1999 (A) each of the Company and the Company's Subsidiaries has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or conducted its business in the aggregateordinary course; (B) there has not been any change in the business, condition (financial or otherwise), prospects or results of operations of the Company or its Subsidiaries that has or have had, or might could reasonably be expected to have, a material adverse effect onMaterial Adverse Effect on the Company; (C) there has not been any entry by the Company or its Subsidiaries into any employment agreement, DE's financial condition, results of operations severance agreement or business or the value termination agreement with any employee of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any Company other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not than in the ordinary course of business which wouldand except as contemplated hereby; (D) there has not been any declaration, individually setting aside or payment of any dividend or other distribution with respect to the capital stock of the Company nor has there been any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or such Subsidiary; (E) there has not been any material change by the Company in accounting principles, practices or methods except as required by GAAP; (F) except as provided or contemplated hereby for herein, there has not been any material increase in the aggregatecompensation payable or which could become payable by the Company and its Subsidiaries to their officers or key employees, materially adversely affect or any material amendment of any compensation and benefit plans; (G) there has not been any amendment of any material term of any outstanding security of the Assets Company or any of its Subsidiaries; (H) there has not been any acquisition, sale or transfer of any material assets of the business Company or any of DEits Subsidiaries; and (I) there has not been any entry by the Company or (k) done its Subsidiaries into any material joint venture or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaother similar arrangement with any Person.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11for liabilities incurred in connection with this Agreement, since January 1between December 31, 19962005 and the date of this Agreement, DE has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or Company and its Subsidiaries have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or conducted their business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not only in the ordinary course of business consistent with past practice; (b) there has not been any Material Adverse Effect on the Company; (c) there has not been any change by the Company in its accounting methods, principles or practices, except as required by changes in GAAP; (d) there has not been any material revaluation by the Company of any of its assets, including a material writing down of the value of capitalized inventory or a material writing off of notes or accounts receivable; (e) to the Knowledge of the Company, no customer which wouldrepresented five percent or more of the Company’s consolidated product revenue for the year ended December 31, individually 2005 or the quarter ended March 31, 2006 has materially reduced or communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to materially reduce the aggregatequantity of its purchases from or materially reduce price or materially change other quantitative or qualitative terms of its business relationship with the Company or its Subsidiaries; (f) to the Knowledge of the Company, no supplier which provides goods or services to the Company or a Subsidiary of the Company (which cannot be replaced within thirty days without significant incremental cost) has materially reduced its supply to the Company or communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to materially increase the price, materially adversely affect reduce supply or materially change the Assets quantitative or qualitative terms of its business relationship with the business Company or its Subsidiaries; (g) to the Knowledge of DEthe Company, no key employee of the Company or its Subsidiaries has communicated to the Company or any of its Subsidiaries (orally, in writing or otherwise) an intent to terminate or otherwise significantly decrease his or her contribution to the Company or its Subsidiaries; and (h) there has not been any material damage, destruction or (k) done other material casualty loss with respect to any tangible asset or suffered anything material tangible property owned, leased or otherwise used by the Company or any of its Subsidiaries having a value prior to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americasuch losses exceeding $25 million.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11in this Agreement or Mikwec Schedules (a) and (b), since January 1, 1996, DE has notthe date of execution of this agreement: (a) suffered there has not been (i) any material adverse change inin the business, operations, properties, assets, or the occurrence condition of Mikwec or (ii) any events whichdamage, individually or in the aggregate, has or have haddestruction, or might reasonably be expected loss to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; Mikwec (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of Mikwec; (cb) incurred Mikwec has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (fixed absolute or contingent) except (i) current trade or business obligations as disclosed herein and except liabilities incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (gii) soldpaid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not and current liabilities incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than one hundred thousand ($100,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which wouldin the aggregate are of a value of less than Twenty Five Thousand Dollars [$25000]); or (iv) made or permitted any amendment or termination of any contract, individually agreement, or license to which it is a party if such amendment or termination is material, considering the business of Mikwec; (c) Mikwec has not (i) amended its Articles of Incorporation or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to Shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of Mikwec; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds one hundred thousand Dollars ($100,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; and (d) To the best knowledge of Mikwec, Mikwec has not become subject to any law or regulation which materially and adversely affects, or in the aggregate, materially future may adversely affect the Assets business, operations, properties, assets, or the business condition of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaMikwec.

Absence of Certain Changes or Events. Except Since the date of the Balance Sheet, (i) PSI and its Subsidiaries have conducted their businesses only in, and since such date, have not engaged in any transaction other than according to, the ordinary and usual course of such business, and, (ii) except as set forth on Exhibit 5.11in SCHEDULE 4.11, since January 1, 1996, DE there has not: not been (a) suffered any event, circumstance, condition, development or occurrence causing, resulting in or having a material adverse effect on the financial condition, business, properties or results of operations of PSI or any Subsidiary (a "Material Adverse Change"); (b) any material change inin accounting principles, practices or methods; (c) any labor dispute which may result in any Material Adverse Change, and to the Knowledge of Shareholders, PSI and the Subsidiaries, no such dispute is now threatened; (d) any asset material to the businesses sold or disposed of (except inventory sold in the ordinary course of business), or the occurrence any material asset mortgaged, pledged or subjected to any lien, charge or other encumbrance; (e) any increase in excess of any events which$5,000, individually or in the aggregate, has in the compensation payable or have hadwhich could become payable to employees, distributors, dealers or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value sales representatives of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11)businesses; (f) sold, transferred or leased any material Asset or material portion amendment of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of businessemployee benefit plan; (g) soldany additional indebtedness incurred with respect to the businesses; (h) any loan made or agreed to be made by PSI or any Subsidiary with respect to the businesses, assigned, transferred nor has PSI or granted any rights under Subsidiary become liable or agreed to become liable as a guarantor with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights such loan; or formulae or with respect to know-how (i) any waiver by PSI or any other intangible asset includingSubsidiary of any right or rights of material value related to the businesses. Neither any Shareholder nor PSI nor any Subsidiary has taken any action that, but not limited toif taken after the date hereof, the Rights; (h) amended or terminated would constitute a breach of any of the contracts, agreements, leases or arrangements which otherwise would have been covenants set forth on Exhibit 5.15.1 hereto; in SECTION 7.2 (iConduct of Business) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americabelow.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Schedule 4.3, since January 1December 31, 1996, DE 2004 there has not: (a) suffered not been any adverse change in, or failure of Seller to carry on diligently the occurrence operation of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred SBG in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under business so as to keep available to Buyer the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any services of the Business Employees and to preserve for Buyer the Purchased Assets (and the goodwill of third parties having business dealings with SBG. Notwithstanding the foregoing, except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11)Schedule 4.3, since December 31, 2004 and as the following relates to SBG: (a) no Material Contracts other than customer Contracts have expired or terminated by their terms, or have been amended, rescinded or terminated and there has been no material change to the form customer Contracts provided to SBG customers; (fb) Seller has not sold, transferred or leased disposed of or agreed to sell, transfer or dispose of, any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, assets related to SBG other than in the ordinary course of business; (gc) sold, assigned, transferred or granted Seller has not acquired any rights under or assets used in connection with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not SBG except in the ordinary course of business which wouldbusiness, individually nor acquired or merged with any other business; (d) no material asset of Seller used in connection with SBG has been destroyed, damaged or otherwise lost (whether or not covered by insurance) in a manner that would have a material and adverse affect on the aggregate, materially adversely affect Purchased Assets; (e) there has been no waiver or amendment of any material right relating to SBG; (f) no increases have been made to the Assets salary or the business other compensation payable or to become payable to any Business Employee or former employee of DESBG and Seller has not obligated itself or its affiliates to pay any bonus or other additional salary or compensation to any Business Employee; or (kg) done or suffered anything material there has been no agreement to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americatake any action described above; and (h) there has been no Material Adverse Effect.

Absence of Certain Changes or Events. Except Since June 30, 2006 through the date of this Agreement, except as set forth on Exhibit 5.11Schedule 3.5 of the Company Disclosure Schedule, since January 1, 1996, DE has notneither the Company nor the Subsidiary has: (a) suffered made any adverse material change inin the accounting methods or practices it follows other 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 occurrence aggregate in respect of the 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 Business, except nonexclusive licenses in the ordinary course of business consistent with past practice; sold, leased, licensed, transferred, or otherwise disposed of any events whichof its properties or assets primarily used in the Business, except Inventory sold or transferred in the ordinary course of business consistent with past practice and obsolete or worn out equipment sold or otherwise disposed of in a manner consistent with past practice which was not otherwise material (individually or in the aggregate, has or have had) to the Business, or might reasonably be expected to havecanceled any material indebtedness or waived any material claims or rights of material value; 33 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, a material adverse effect onMARKED BY [***], DE's financial conditionHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, results of operations or business or the value of the Assets; (b) incurred AS AMENDED. suffered any damage to or destruction or casualty of any material Asset or material portion of the Assets, (whether or not covered by insurance; (c) incurred any material obligation asset individually or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments aggregate material to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any operation of the Assets (except for purchase money liens used in Business; failed to pay any creditor any amount arising from the acquisition operation of the AssetsBusiness owed to such creditor when due, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, other than good faith disputes and trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not payables arising in the ordinary course of business which would, individually 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 Liabilities with respect to the Business other than in the aggregateordinary course of business consistent with past practice and Liabilities that are not Assumed Liabilities; amended, materially adversely affect cancelled or terminated any Assumed Contract or Permit that is an Acquired Asset or entered into any Material Contract or obtained any Permit primarily related to the Business, other than in the ordinary course of business and consistent with past practices; 34 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. failed to carry on the Business in the ordinary course and consistent with past practices so as to preserve the Acquired Assets or and the Business and the goodwill of the suppliers, customers, distributors and others having business of DErelations with the Business; or (k) done entered into any agreement or suffered anything material commitment, whether in writing or otherwise, to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations of Americaforegoing.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11, since January 1, 19961997, DE A-1-A has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DEA-1-A's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments Liabilities to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five One Thousand Dollars ($5,000.001,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; or (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.A-1-A.

Absence of Certain Changes or Events. Since the Balance Sheet Date, there has been no event or set of circumstances that resulted in or is reasonably likely to result in a Company Material Adverse Effect. Except as set forth on Exhibit 5.11Schedule 2.7, since January 1the Balance Sheet Date, 1996the Company has conducted its business in the Ordinary Course of Business, DE and has not: not (a) suffered paid any adverse change individend or distribution in respect of, or redeemed or repurchased any of, its capital stock; (b) incurred loss of, or significant injury to, any of the occurrence material Assets, whether as the result of any events natural disaster, labor trouble, accident, other casualty, or otherwise; (c) incurred, or become subject to, any material liability (absolute or contingent, matured or unmatured, known or unknown), and knows of no basis for such liabilities, except current liabilities incurred in the Ordinary Course of Business; (d) mortgaged, pledged or subjected to any Encumbrance any of the Assets; (e) sold, leased (as lessor), exchanged, transferred or otherwise disposed of any of the Assets except in the Ordinary Course of Business, or canceled any debts or claims; (f) written down the value of any Assets or written off as uncollectible any accounts receivable, except write downs and write-offs in the Ordinary Course of Business, none of which, individually or in the aggregate, has are material; (g) entered into any transactions other than in the Ordinary Course of Business; (h) made any change in any method of accounting or have hadaccounting practice; (i) made any Tax election not required by law or settled or compromised any material federal, state, local or might reasonably be expected foreign income Tax liability in excess of $50,000; or (j) made any agreement to have, a material adverse effect on, DE's financial condition, results of operations or business or the value do any of the Assets; foregoing, other than negotiations with Parent and its representatives and certain other parties regarding the transactions contemplated by this Agreement. Since the Balance Sheet Date, except as set forth on Schedule 2.7, there has not been: (ba) incurred damage to any damage, destruction or destruction of any material Asset or material portion of the Assets, loss (whether or not covered by insurance) or any other event materially and adversely affecting the business or Assets of the Company; (b) any forgiveness or cancellation of debts or claims owed to the Company; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred increase in the ordinary course compensation or benefits payable or to become payable by the Company to any of businessthe directors, none officers, consultants or employees of which were entered into for grossly inadequate considerationthe Company, (ii) obligations or liabilities under the Commitments to the extent required thereby, other than salary increases in connection with customary performance reviews and (iii) obligations and liabilities under this Agreementcustomary bonuses consistent with past practices; (d) made any discharge or entered into contracts satisfaction of any Lien or commitments to make payment of any capital expenditures liability or obligation by the Company other than current liabilities in excess the Ordinary Course of Five Thousand Dollars ($5,000.00)Business; or (e) mortgaged, pledged or subjected any agreement to lien or any other encumbrance do any of the Assets (except for purchase money liens used in foregoing, other than negotiations with Parent and its representatives and certain other parties regarding the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification contemplated by The Union of Orthodox Jewish Congregations of Americathis Agreement.

Absence of Certain Changes or Events. Except Since June 30, 2006 through the date of this Agreement, except as set forth on Exhibit 5.11Schedule 3.5 of the Company Disclosure Schedule, since January 1, 1996, DE has notneither the Company nor the Subsidiary has: (a) suffered made any adverse material change inin the accounting methods or practices it follows other 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 occurrence aggregate in respect of the 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 Business, except nonexclusive licenses in the ordinary course of business consistent with past practice; sold, leased, licensed, transferred, or otherwise disposed of any events whichof its properties or assets primarily used in the Business, except Inventory sold or transferred in the ordinary course of business consistent with past practice and obsolete or worn out equipment sold or otherwise disposed of in a manner consistent with past practice which was not otherwise material (individually or in the aggregate, has or have had) to the Business, or might reasonably be expected to havecanceled any material indebtedness or waived any material claims or rights of material value; 33 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, a material adverse effect onMARKED BY [***], DE's financial conditionHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, results of operations or business or the value of the Assets; (b) incurred AS AMENDED. suffered any damage to or destruction or casualty of any material Asset or material portion of the Assets, (whether or not covered by insurance; (c) incurred any material obligation asset individually or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments aggregate material to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any operation of the Assets (except for purchase money liens used in Business; failed to pay any creditor any amount arising from the acquisition operation of the AssetsBusiness owed to such creditor when due, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, other than good faith disputes and trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not payables arising in the ordinary course of business which wouldand not past due more than sixty (60) days; failed to discharge or satisfy any Lien on any of the Acquired Assets, individually 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 Liabilities with respect to the Business other than in the aggregateordinary course of business consistent with past practice and Liabilities that are not Assumed Liabilities; amended, materially adversely affect cancelled or terminated any Assumed Contract or Permit that is an Acquired Asset or entered into any Material Contract or obtained any Permit primarily related to the Business, other than in the ordinary course of business and consistent with past practices; 34 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. failed to carry on the Business in the ordinary course and consistent with past practices so as to preserve the Acquired Assets or and the Business and the goodwill of the suppliers, customers, distributors and others having business of DErelations with the Business; or (k) done entered into any agreement or suffered anything material commitment, whether in writing or otherwise, to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations of Americaforegoing.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since the Acquiror Balance Sheet Date, since January 1there has been no change or event that has caused or would cause a Acquiror Material Adverse Effect and Acquiror has conducted its business in the ordinary course, 1996, DE and Acquiror has not: not (a) suffered paid any adverse change individend or distribution in respect of, or the occurrence of redeemed or repurchased any events whichof, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assetsits capital stock; (b) incurred damage to issued any capital stock, bonds or destruction other corporate securities or debt instruments, granted any options, warrants or other rights calling for the issuance thereof, except for issuances of options and shares of stock upon exercise of options in the ordinary course of business, or borrowed any material Asset or material portion funds (except for borrowings under Acquiror's credit facility in the ordinary course of the Assets, whether or not covered by insurancebusiness); (c) incurred any material loss of, or significant 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; (d) incurred, or become subject to, any obligation or liability (fixed absolute or contingent) , matured or unmatured, known or unknown), except (i) current trade or business obligations liabilities incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance Encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, exchanged, transferred or leased otherwise disposed of any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, its Assets except in each case, in the ordinary course of business, or canceled any debts or claims; (g) soldwritten down the value of any Assets or written off as uncollectible any accounts receivable, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to knowexcept write downs and write-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not offs in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.business,

Absence of Certain Changes or Events. Except as set forth in Section 4.08 of the Seller Disclosure Schedule, or as disclosed in the Seller's Quarterly Report on Exhibit 5.11Form F-4 for the nine (9) months ended September 30, 1997 or in any Current Reports of the Seller on Form F-3 filed prior to the date of this Agreement, since January 1December 31, 1996, DE (i) the business of the Seller and each of its subsidiaries has not: been conducted only in the ordinary course consistent with past practice, (aii) suffered there has not been any adverse change inin the business, assets, financial condition or results of operations of the occurrence Seller or any of any events its subsidiaries, which, individually or in the aggregate, has had or is reasonably likely to have hada Material Adverse Effect on the Seller, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (biii) incurred damage to or destruction of there has not been any material Asset change in any policy or material portion practice followed by the Seller nor any of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred its subsidiaries in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (iiiv) obligations or liabilities under neither the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance Seller nor any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased its subsidiaries has incurred any material Asset or material portion of the Assets, or canceled or compromised any debt or material claimsliability, except in each casethe ordinary course of its business consistent with prudent banking practices, (v) there has not been any material agreement, contract or commitment entered into, or agreed to be entered into, except for those in the ordinary course of business; (gvi) soldthere has not been any increase in or establishment of any bonus, assignedinsurance, transferred severance (including severance after a change in control), deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of any stock options, stock appreciation rights, performance awards, or granted restricted stock awards), stock purchase, life insurance or split dollar life insurance, retiree medical or life insurance, or other employee benefit plan, or any rights under other increase in the compensation payable or to become payable to any officers or key employees of the Seller or any of its subsidiaries, except with respect to any licensescash compensation, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which wouldconsistent with past practice; (vii) there has not been any change in any of the accounting methods or practices of the Seller or any of its subsidiaries other than changes required by applicable law or GAAP; and (viii) the Seller has not filed any application with any Governmental Authority with respect to its branches, individually its real properties or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaoperations.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11in ------------------------------------ Schedule 5.5 of the Disclosure Schedule, or as contemplated or permitted by this ------------ Agreement, since January 1September 30, 1996, DE has not1998: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade there has not been any increase in the rate or terms of salary or bonus payable by the Company or the Subsidiaries to any of the key employees of the Stations, except increases occurring in the ordinary course of business obligations incurred in accordance with customary practices, (ii) there has not been any material increase in the rates or terms of pension and similar employee benefit plans, except increases occurring in the ordinary course of business in accordance with the Company's customary practices, (iii) there has not been any material grant of severance pay by the Company or any of the Subsidiaries in favor of any present or past employee of the Stations except in the ordinary course of business in accordance with customary practices, (iv) there has not been any entry into any material agreement or material transaction relating to any of the Stations, outside the ordinary course of business, by the Company or by any of the Subsidiaries, except on reasonable and prudent terms, (v) there has not been any material change by the Company in its accounting methods, principles or practices, other than as required by GAAP, (vi) the Company and the Subsidiaries have not mortgaged, pledged or granted a security interest on any of their material assets relating to any of the Stations, (vii) the Company and the Subsidiaries have not sold, transferred, leased to others or otherwise disposed of any of the material assets or properties relating to any of the Stations, except in the ordinary course of business, none (viii) the Company and the Subsidiaries have not encountered any labor union organizing activity, had any actual or threatened employee strike, work stoppage, slow down or lockout, or had any change in their relations with their employees as a group, in each case relating to any of the Stations and which were entered into for grossly inadequate considerationhas had or is expected to have a Material Adverse Effect, (iiix) obligations or liabilities under the Commitments prior to the extent required therebydate of this Agreement there has not been a Material Adverse Effect, and (iiix) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance neither the Company nor any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased Subsidiaries has entered into any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect agreement to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated effect any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaforegoing.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Schedule 3.6 of the Disclosure Schedule, since January 1December 27, 1996, DE has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration1997, (iiA) obligations or liabilities under the Commitments to the extent required thereby, Company and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but its Subsidiaries have not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions material oral or written agreement or other transaction, that is not in the ordinary course of business or that would result in a Material Adverse Effect on the Company, excluding any changes and effects resulting from changes in economic, regulatory or political conditions or changes in conditions generally applicable to the industries in which wouldthe Company and Subsidiaries of the Company are involved and except for any such changes or effects resulting from this Agreement, individually the transactions contemplated hereby or the announcement thereof; (B) the Company and its Subsidiaries have not sustained any loss or interference with their business or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance) that has had a Material Adverse Effect on the Company; (C) other than any indebtedness incurred by the Company after the date hereof as permitted by Section 4. l(b)(v), there has been no material change in the aggregateconsolidated indebtedness of the Company and its Subsidiaries, materially adversely affect and no dividend or distribution of any kind declared, paid or made by the Assets Company on any class of its stock; (D) there has been no event causing, or reasonably likely to cause, a Material Adverse Effect on the Company, excluding any changes and effects resulting from changes in economic, regulatory or political conditions or changes in conditions generally applicable to the industries in which the Company and Subsidiaries of the Company are involved and except for any such changes or effects resulting from this Agreement, the transactions contemplated hereby or the business announcement thereof; (E) except as permitted by this Agreement, there has been no direct or indirect redemption, purchase or other acquisition of DEany shares of the Company's capital stock, or any declaration, setting aside or payment of any dividend or other distribution by the Company in respect of the Company's capital stock, or any issuance of any shares of capital stock of the Company, or any granting to any person of any option to purchase or other right to acquire shares of capital stock of the Company or any stock split or other change in the Company's capitalization; (F) neither the Company nor any Subsidiary has entered into or agreed to enter into any new or amended contract with any labor unions representing employees of the Company or any subsidiary; (kG) done neither the Company nor any Subsidiary has entered into or suffered anything material agreed to invalidate enter into any new or jeopardize its plant's amended contract with any of the officers thereof or products' kosher certification by The Union of Orthodox Jewish Congregations of America.otherwise increased the compensation payable to the officers or 20

Absence of Certain Changes or Events. Except as disclosed in, or reflected on, the September Financial Statements or as set forth on Exhibit 5.11in Section 4.08 of the Seller Disclosure Schedule, or incurred hereinafter in the ordinary course of business consistent with past practice and with Section 5.01 hereof, since January 1December 31, 19961997, DE has not: (ai) suffered any adverse change in, or the occurrence business of any events which, individually or Seller and the Seller Subsidiary have been conducted only in the aggregateordinary course consistent with past practices, (ii) there has not been any change in the business, assets, financial condition or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business of the Seller or the value of the Assets; Seller Subsidiary, (biii) incurred damage to or destruction of there has not been any material Asset change in any policy or material portion of practice followed by the Assets, whether Seller or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred the Seller Subsidiary in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (iiiv) obligations or liabilities under neither the Commitments to Seller nor the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased Seller Subsidiary has incurred any material Asset or material portion of the Assets, or canceled or compromised any debt or material claimsliability, except in each casethe ordinary course of its business consistent with prudent business practices, (v) there has not been any agreement, contract or commitment entered into, or agreed to be entered into, except for those in the ordinary course of business; (gvi) soldthere has not been any increase in or establishment of any bonus, assignedinsurance, transferred severance (including severance after a change in control), deferred compensation, pension, retirement, profit sharing, life insurance or granted split dollar life insurance, retiree medical or life insurance, or other employee benefit plan, or any rights under other increase in the compensation payable or to become payable to any officers or key employees of the Seller or the Seller Subsidiary, except with respect to any licensescash compensation, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually consistent with past practice; and (vii) there has not been any change in any of the accounting methods or in practices of the aggregate, materially adversely affect the Assets Seller or the business of DE; Seller Subsidiary other than changes required by applicable law or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaapplicable accounting policies.

Absence of Certain Changes or Events. Except Since December 31, 2018, until the date of this Agreement, except as set forth on Exhibit 5.11expressly required by this Agreement or any Ancillary Agreement, since January 1, 1996, DE has not: (a) suffered Buddy’s and its Subsidiaries have conducted their respective businesses in all material respects in accordance with the ordinary course of such businesses and (b) (i) there has not been any adverse change inchange, effect, event, circumstance, occurrence or the occurrence state of any events whichfacts that has had or would reasonably be expected to have, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate considerationBuddy’s Material Adverse Effect, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess neither Buddy’s nor one of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) its Subsidiaries has sold, transferred leased, transferred, assigned or leased otherwise disposed of any material Asset or material portion of the Assetsassets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not than in the ordinary course of business consistent with past practice, (iii) no Contract (or series of related Contracts) to which wouldBuddy’s or one of its Subsidiaries is a party involving annual payments of more than $1,000,000 has been entered into, individually amended or modified in any material respect, accelerated, terminated, assigned or cancelled, (iv) Buddy’s has not settled, cancelled, comprised, waived or released any right or claim (or series of related rights and claims) involving more than $500,000, other than in the aggregateordinary course of business consistent with past practice, materially adversely affect (v) there has been no increase granted in, and no enhancement of the Assets terms of, the compensation (including by issuing any incentive award) or any benefits of any manager, officer, director or employee of Buddy’s or its Subsidiaries, in each case whose base compensation exceeds $100,000, other than in the ordinary course of business consistent with past practice, (vi) Buddy’s and its Subsidiaries have maintained their assets and properties in the ordinary course of DE; business consistent with past practice, (vii) Buddy’s has not (A) declared, set aside or paid any distribution in respect of the Buddy’s Units or other equity interests of Buddy’s (other than tax distributions) or (kB) done redeemed or suffered anything purchased any Buddy’s Units or other equity interests of Buddy’s, (viii) neither Buddy’s nor its Subsidiaries have made, changed or revoked any material Tax election, filed an amended Tax Return, settled any Tax audit or changed any Tax accounting periods or methods and (ix) neither Buddy’s, its Subsidiaries nor any of the Buddy’s Members have committed to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations of Americathe foregoing.

Absence of Certain Changes or Events. Except Since the date of the Balance Sheet, except as set forth on Exhibit 5.11Schedule 4.7 of the Disclosure Schedules, since January 1, 1996, DE has not: (a) suffered any adverse change in, except as contemplated by this Agreement or except with the prior written consent of the Buyer or the occurrence of Acquisition Sub (which consent shall not be unreasonably withheld, conditioned or delayed), (i) there has not occurred any events which, individually or Material Adverse Effect with respect to the Company; (ii) the Company has conducted its business in the aggregateordinary course consistent with past practice; (iii) there has not been any material damage, has destruction or have hadloss with respect to the assets, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value properties and rights of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the AssetsCompany, whether or not covered by insurance; (civ) incurred the Company has not sold, leased, transferred or assigned any material obligation property or liability (fixed or contingent) assets, except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreementbusiness consistent with past practice; (dv) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) the Company has not mortgaged, pledged or subjected to lien Encumbrances (other than Permitted Encumbrances) any of its assets, properties or rights; (vi) the Company has not entered into, amended, modified, canceled or waived any rights under any Material Contract and no Material Contract has been terminated or cancelled prior to its stated term; (vii) the Company has not made any change in its accounting practices; (viii) the Company has not incurred, assumed or guaranteed any Indebtedness in excess of $50,000; (ix) the Company has not declared, set aside or paid any dividends or made any distributions on the Company's capital stock or other equity securities or redeemed or purchased any shares of the Company's capital stock or other equity securities; (x) the Company has not made any capital expenditures or commitments in a single transaction or series of related transactions in an amount in excess of $1,000,000; (xi) the Company has not acquired all or part of any entity or business (whether by the acquisition of stock, the acquisition of assets, merger or otherwise); (xii) the Company has not materially amended the terms of any existing Employee Plans other than as required by applicable Law and Schedule 4.7 sets forth all such amendments made during the period between the date of the Balance Sheet and the date of this Agreement; (xiii) the Company has not entered into any employment, compensation or deferred compensation agreement (or any amendment to any such existing agreement) with any officer or director of the Company other encumbrance than performance-based bonus arrangements entered into in connection with the transactions contemplated by this Agreement and Schedule 4.7 set forth all such employment, compensation or deferred compensation agreements (or any amendment to any such existing agreement) entered into during the period between the date of the Balance Sheet and the date of this Agreement; (xiv) the Company has not changed or authorized or proposed to change or authorize, any change in the articles of incorporation or bylaws of the Company; (xv) the Company has not made any change in the Tax elections of the Company, settled or compromised any material income Tax liability of the Company or made any change in any tax accounting method of the Company; and (xvi) the Company has not agreed, whether in writing or otherwise, to do any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americaforegoing.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11, since January 1, 1996, DE has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value Section 2.7 of the Assets; Parent Disclosure Schedule from August 31, 2003 (bthe "Parent Balance Sheet Date") incurred damage to or destruction of any material Asset or material portion of until the Assetsdate hereof, whether or (i) Parent and its Subsidiaries have not covered by insurance; (c) incurred any material liability or obligation or liability (fixed indirect, direct or contingent) except (i) current trade or business obligations incurred in the ordinary course of business), none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset oral or material portion of the Assetswritten agreement or other transaction, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions that is not in the ordinary course of business which wouldconsistent with past practices, individually (ii) Parent and its Subsidiaries have not sustained any loss or interference with their business or properties from fire, flood, windstorm, accident or other calamity (whether or not covered by insurance), (iii) there has been no dividend or distribution of any kind declared, paid or made in respect of any class of stock of Parent or any of its Subsidiaries or any repurchase, redemption or other acquisition by Parent or any of its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, Parent or any of its Subsidiaries, (iv) there has been no creation or assumption by Parent or any of its Subsidiaries of any Lien (as hereinafter defined), except Permitted Liens, on any material asset, (v) there has been no transaction or commitment made, or any contract or agreement entered into, by Parent or any of its Subsidiaries outside of the ordinary course of business relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by Parent or any of its Subsidiaries of any contract, agreement or other right, in either case, material to Parent and any of its Subsidiaries outside of the ordinary course of business, taken as a whole, (vi) there has been no change by Parent or any of its Subsidiaries in any of its accounting principles, practices or methods, (vii) there has not been any material change in the aggregateamount or terms of the indebtedness of Parent or any of its Subsidiaries from Parent Balance Sheet Date, materially adversely affect (viii) there has been no event causing a Material Adverse Effect on Parent, and (ix) there has been no amendment to the Assets Certificate of Incorporation or the business Bylaws of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaParent.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since the date of the most recent Financial Statement provided to the Buyer, since January 1, 1996, DE ETI has not: (ai) suffered any material adverse change in, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's on the financial condition, condition or results of operations or business or the value of the AssetsETI; (bii) incurred damage to or destruction of any material Asset or material portion Assets individually or in the aggregate having a replacement cost in excess of the AssetsFive Thousand and 00/100 Dollars ($5,000), whether or not covered by insurance; (ciii) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred not in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (div) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand and 00/100 Dollars ($5,000.005,000); (ev) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (fvi) sold, transferred or leased any material Asset or material portion Assets individually or in the aggregate having a replacement cost in excess of the AssetsFive Thousand and 00/100 Dollars ($5,000), or canceled or compromised any debt or material claims, except except, in each case, in the ordinary course of business; (gvii) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, software, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset asset, including, but not limited to, the Intellectual Property Rights; (hviii) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth a material adverse financial impact on Exhibit 5.15.1 heretoETI; (iix) waived or released any other rights of material value; (jx) declared or paid any dividend on its capital stock, or set apart any money for distribution to or for its shareholders except as permitted under Section 5(j); (xi) redeemed any portion of its capital stock; (xii) entered into, or amended the terms of, any employment or consulting agreement that is not terminable on no more than thirty (30) days’ notice without liability to ETI or the Business; (xiii) incurred any indebtedness for borrowed money or guaranteed any such indebtedness of another entity or individual, or entered into any other arrangement having the economic effect of any of the foregoing; or (xiv) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americabusiness.

Absence of Certain Changes or Events. Except Since September 30, 1996, except ------------------------------------ as shown or provided for in accordance with GAAP on the 12/31/96 Balance Sheet or as set forth on Exhibit 5.11in Schedule 2.5, since January 1there have been no changes in the ------------ financial condition, 1996assets, DE has not: (a) suffered any adverse change inliabilities, business, prospects, or the occurrence of any events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations of Company or business or the value of the Assets; (b) incurred damage to or destruction of any material Asset or material portion of the AssetsSubsidiary, whether or not covered by insurance; (c) incurred any material obligation or liability (fixed or contingent) except (i) current trade or business obligations incurred other than changes in the ordinary course of businessbusiness which have not had a Material Adverse Effect. Without limiting the foregoing, none of which were entered into since September 30, 1996, except as shown or provided for grossly inadequate consideration, (ii) obligations or liabilities under in accordance with GAAP on the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets12/31/96 Balance Sheet, as set forth on Exhibit 5.11); in Schedule 2.5 or as contemplated by this Agreement: (fi) sold, transferred or leased neither the Company nor ------------ any material Asset or material portion of the Assets, or canceled or compromised Subsidiary has entered into any debt or material claims, except in each case, transaction other than in the ordinary course of business; (gii) sold, assigned, transferred there have been no losses or granted any rights under or with respect damage to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how of the assets of the Company or any Subsidiary due to fire or other intangible asset including, but casualty which are not limited to, the Rightscovered by insurance; (hiii) there has been no increase or decrease in the rates of direct compensation payable or to become payable by Company or any Subsidiary to any employee, agent or consultant (other than routine increases made in the ordinary course of business), or any bonus, percentage compensation, service award or other like benefit, granted, made or accrued to or to the credit of any such employee, agent or consultant, or any welfare, pension, retirement or similar payment or arrangement made or agreed to be made by Company or a Subsidiary (other than such events occurring pursuant to any previously existing benefit plan), nor has Company or any Subsidiary through negotiation or otherwise, made any commitment or incurred any liability or obligation to any labor organization; (iv) neither the Company nor any Subsidiary, nor any third party thereto, has executed, created, amended or terminated any Contract except in the ordinary course of business; (v) neither the Company nor any Subsidiary has declared or paid any dividend or made any distribution on its capital stock, nor redeemed, purchased or otherwise acquired any of its capital stock; (vi) neither the Company nor any Subsidiary has received notice that there has been a cancellation of an order for its products or services or a loss of a customer not reflected in Company or Subsidiary backlog as of December 31, 1996; (vii) there has been no resignation or termination of employment of any officer or key employee of the contractsCompany or any Subsidiary and neither Seller nor Company knows of the impending resignation or termination of employment of any officer or key employee of the Company or any Subsidiary, agreementsexcept as may be contemplated by Parent; (viii) there has been no change in the contingent obligations of Company or any Subsidiary by way of guaranty, leases endorsement, indemnity, warranty or arrangements which otherwise would otherwise; (ix) there have been set forth on Exhibit 5.15.1 heretono loans made by Company or any Subsidiary to any of their employees, officers or directors, other than travel advances and other advances made in the ordinary course of business; (ix) waived there has been no waiver or released compromise by the Company or any other rights Subsidiary of material valuea right or of a debt owed to it; (jxi) entered into neither the Company nor any transactions not Subsidiary has made or agreed to make any disbursements or payments of any kind to any member or members of its Board of Directors other than routine and ordinary payments in respect of service as such a member; (xii) there has been no individual capital expenditure by the Company or its Subsidiaries exceeding (U.S.) $100,000; (xiii) there has been no change in accounting methods or practices (including without limitation, any change in depreciation or amortization policies or rates) by the Company; (xiv) there has been no revaluation by the Company of any of its assets; (xv) there has been no sale or transfer of any of the Company's or the Subsidiaries' assets, except in the ordinary course of business which would, individually or as set forth on Schedule 2.13(a); (xvi) there has ---------------- been no loan by the Company or any Subsidiary to any person or entity other than in the aggregateordinary course of business; (xvii) there has been no commencement or notice of threat of commencement of any proceeding against or investigation of the Company or any Subsidiary or their affairs by a Governmental Body; (xviii) there has been no revocation of any license or right to do business granted to the Company or any Subsidiary; (xix) the Company has not paid any obligation or liability (fixed, materially adversely affect contingent or otherwise) or discharged or satisfied any Lien, or settled any liability, claim, dispute, proceeding, suit or appeal pending or threatened against it, except in the Assets ordinary course of business; and (xx) there has been no agreement or commitment by the business Company to do or perform any of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.the acts described in this Section 2.5. -----------

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11, since Since January 1, 1996, DE has not2004: (a) suffered any adverse change in, or the occurrence of any events which, individually or Company and its Material Subsidiaries have conducted their respective businesses only in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results ordinary course of operations or business or the value of the Assetsand consistent with past practice; (b) incurred damage to no liability or destruction obligation of any material Asset nature (whether absolute, accrued, contingent or material portion of the Assets, whether otherwise) which has had or not covered by insuranceis reasonably likely to have a Company Material Adverse Effect has been incurred; (c) incurred there has not been any event, circumstance or occurrence which is reasonably likely to give rise to a Company Material Adverse Effect; (d) there has not been any change in the accounting practices used by the Company and its Material Subsidiaries; (e) except for ordinary course increases consistent with past practice, there has not been any increase in the salary, bonus, or other remuneration payable to any employees of any of the Company or its Material Subsidiaries; (f) except in respect of the Company’s normal course issuer bid and the redemption of the Company’s Preferred Shares, Series A on October 15, 2004, there has not been any redemption, repurchase or other acquisition of securities of the Company by the Company, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the Common Shares except for ordinary course dividends or distributions consistent with past practice; (g) there has not been a material change in the level of accounts receivable or payable, inventories or employees that is not consistent with the level of business and general economic conditions; (h) the Company has not entered into or amended any material obligation or liability contract (fixed or contingentother than the TK Support Agreement) except other than in the ordinary course of business consistent with past practice; and (i) current trade there has not been any satisfaction or business obligations settlement or any claims or liabilities that were not reflected in the Company’s financial statements, other than the settlement of liabilities incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or business consistent with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of Americapast practice.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11Since June 30, since January 1, 1996, DE has not: 1996 (a) suffered any adverse change in, there has been no event or the occurrence of any events which, individually or in the aggregate, which has or have had, or might could reasonably be expected to have, have a material adverse effect on, DE's financial condition, results of operations or business or Material Adverse Effect on the value of the AssetsCompany; (b) neither the Company nor any Subsidiary has incurred damage to or destruction of any material Asset or material portion of the Assets, whether or not covered by insuranceindebtedness for money borrowed; (c) incurred neither the Company nor any Subsidiary has assumed, guaranteed, endorsed or otherwise became responsible for the obligations of any other individual, firm or corporation, other than any obligation relating to existing co-insurance programs and the endorsement of checks for collection in the ordinary and usual course of business; (d) there has been no creation or assumption by the Company or any Subsidiary of any Lien on any asset; (e) there has been no loan, advance or capital contribution to or investment in any person by the Company or any Subsidiary; (f) neither the Company nor any Subsidiary has entered into any contract, lease, commitment or transaction with any officer, director or any affiliate (as defined in Rule 405 of the SEC promulgated under the Securities Act) of the Company or any Subsidiary (other than pursuant to consulting or employment agreements or other employee benefit arrangements disclosed on the Company Disclosure Statement); (g) there has been no transaction or commitment made, or any contract or agreement entered into, by the Company or any Subsidiary relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company or any Subsidiary of any contract or other right, which in either case is material obligation to the Company and the Subsidiaries taken as a whole (other than transactions, commitments and relinquishments contemplated by this Agreement and other than sales of inventory in the ordinary and usual course of business and other than investments of a capital nature in the ordinary and usual course of business); (h) neither the Company nor any Subsidiary has purchased or liability (fixed or contingent) except leased any real property; (i) neither the Company nor any Subsidiary has leased any equipment or property other than in the ordinary and usual course of business; (j) there has been no change in any method of accounting or accounting practice by the Company or the Subsidiaries; (k) there has been no grant (whether or not in writing and whether formal or informal) of any severance or termination pay to any current trade or former officer or employee of the Company or any Subsidiary, any employment, bonus, profit sharing, pension, retirement, deferred compensation, fringe benefit, or other similar agreement with or plan or program for (or, except as required by law, any amendment, formal or informal, to any such existing agreement with or plan or program for) any current or former officer, director, employee or consultant of the Company or any Subsidiary, any increase in benefits payable under any existing severance or termination pay policies, employment agreements, or deferred compensation or fringe benefit plan or program or any increase in compensation, bonus or other benefits payable, or to become payable, to officers, directors, employees or consultants of the Company or any Subsidiary other than increases in benefits to non-officer employees of the Company in the ordinary course of business obligations incurred in accordance with past practices; (l) there has been no repurchase, redemption or other acquisition by the Company or any Subsidiary of any outstanding shares of capital stock or other ownership interest of the Company or any Subsidiary; (m) there has been no declaration or payment of any dividend on, or other distribution with respect to, any capital stock of the Company or any Subsidiary; and (n) neither the Company nor any Subsidiary has entered into any other transaction other than in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.

Absence of Certain Changes or Events. Except Since September 27, 1998, except as set forth on Exhibit 5.11, since January 1, 1996, DE has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or disclosed in the aggregate, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value Section 4.7 of the Assets; PIROD Schedule, (bi) incurred damage to neither PIROD nor any of its subsidiaries has sustained any damage, destruction or destruction loss by reason of any material Asset fire, flood, accident or material portion of the Assets, other calamity (whether or not covered by insurance) that would reasonably be expected to have a PIROD Material Adverse Effect; (cii) there have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, obligations or liabilities (fixed or contingent) of PIROD or any of its subsidiaries that would reasonably be expected to have a PIROD Material Adverse Effect; (iii) neither PIROD nor any of its subsidiaries has incurred any material obligation for the payment of money extending more than one year, except for operating leases entered into in the ordinary course of business; (iv) neither PIROD nor any of its subsidiaries has paid any obligation or liability (fixed or contingent) except current liabilities included in PIROD's Balance Sheet and current liabilities incurred since September 30, 1998 in the ordinary course of business or pursuant to the terms of this Agreement; (iv) current trade PIROD has not declared any other dividend or other distribution on or with respect to any PIROD Shares; (vi) PIROD has not purchased, redeemed or otherwise acquired for a consideration, directly or indirectly, any PIROD Shares or other securities of PIROD; (vii) neither PIROD nor any of its subsidiaries has disposed of, or agreed to dispose of, any material property or asset, other than in the ordinary course of business obligations incurred and for a consideration at least equal to the fair value of such property or asset, nor has it leased to others, or agreed so to lease, any property or asset except in the ordinary course of business and for a consideration at least equal to the fair rental value of such property or asset; (viii) neither PIROD nor any of its subsidiaries has made any expenditures or commitments for the purchase, acquisition, construction or improvement of a capital asset except in the ordinary course of business and in an aggregate amount not exceeding $500,000; (ix) neither PIROD nor any of its subsidiaries has amended its Certificate or Articles of Incorporation or By-Laws; (x) neither PIROD nor any of its subsidiaries has (A) granted any severance or termination pay to any director, officer or employee of PIROD or any subsidiary, (B) entered into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of PIROD or any subsidiary, (C) increased benefits payable under any existing severance or termination pay policies or employment agreements, (D) increased compensation, bonus or other benefits payable to directors, officers or employees of PIROD or any subsidiary or (E) entered into any new, or amended or modified any existing, collective bargaining agreement; (xi) PIROD has not effected any split, combination or reclassification of any shares of its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (xii) neither PIROD nor any of its subsidiaries has made any change in accounting methods, principles or practices by PIROD or its subsidiaries materially affecting the consolidated assets, liabilities or results of operations of PIROD or its subsidiaries, except insofar as may be required by a change in generally accepted accounting principles; and (xiii) except as set forth above, neither PIROD nor any of its subsidiaries has entered into any other transaction or contract other than in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of America.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11out in the Acquiror Public Documents, since January 1December 31, 1996, DE has not2014: (a) suffered any adverse change in, or the occurrence of any events which, individually or Acquiror has conducted its business only in the aggregateusual, has or have had, or might reasonably be expected to have, a material adverse effect on, DE's financial condition, results of operations or business or the value of the Assetsordinary and regular course and consistent with past practice; (b) incurred damage to no liability or destruction obligation of any material Asset nature (whether absolute, accrued, contingent or material portion otherwise) that has had or is reasonably likely to have a Material Adverse Effect in respect of the AssetsAcquiror, whether or not covered by insurancehas been incurred; (c) incurred there has not been any acquisition or sale by the Acquiror of any interest in any material obligation property or liability (fixed or contingent) except (i) current trade or business obligations incurred in the ordinary course of business, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreementassets; (d) the Acquiror has not declared or paid any dividends or made or entered into contracts or commitments to make any capital expenditures in excess other distributions on any of Five Thousand Dollars ($5,000.00)the Acquiror Shares; (e) mortgagedthe Acquiror has not effected or passed any resolution to approve a split, pledged consolidation or subjected to lien or any other encumbrance reclassification of any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11)outstanding Acquiror Shares; (f) soldexcept as disclosed to the Company in writing, transferred there has not been any increase or leased any material Asset or material portion modification of the Assetscompensation payable to or to become payable by the Acquiror to any of its directors, officers, employees or canceled consultants or compromised any debt grant to any such director, officer, employee or material claimsconsultant of any increase in severance or termination pay or any increase or modification of any bonus, except in each casepension, insurance or benefit arrangement (including, without limitation, the granting of Options) to, for or with any of such directors, officers employees or consultants, other than in the ordinary and regular course of businessbusiness consistent with past practice; (g) soldthe Acquiror has not adopted any, assignedor materially amended any, transferred collective bargaining agreement, bonus, pension profit sharing, stock purchase, stock option or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rightsbenefit plan; and (h) amended there has not been any event which has had or terminated any is reasonably likely to have a Material Adverse Effect in respect of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaAcquiror.

Absence of Certain Changes or Events. Except Since March 31, 2002, except as set forth on Exhibit 5.11disclosed in Section 3.1(i) of the Company Disclosure Schedule, since January 1, 1996, DE (A) each of the Company and the Company’s Subsidiaries has not: (a) suffered any adverse change in, or the occurrence of any events which, individually or conducted its business in the aggregateordinary course; (B) there has not been any change in the business, financial condition or results of operations of the Company or its Subsidiaries that has or have had, or might reasonably be expected is likely to have, a Material Adverse Effect on the Company; (C) there has not been any entry by the Company or its Subsidiaries into any material adverse effect onemployment agreement, DE's financial condition, results of operations severance agreement or business termination agreement with any employee or the value officer of the AssetsCompany; (bD) incurred damage there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to the capital stock of the Company nor has there been any repurchase, redemption or destruction other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or such Subsidiary; (E) there has not been any material change by the Company in accounting principles, practices or methods; (F) there has not been any material increase in the compensation payable or which could become payable by the Company and its Subsidiaries to their officers or key employees, or any amendment of any compensation and benefit plans resulting in a material increase in payments thereunder; (G) there has not been any amendment of any material Asset or material portion term of any outstanding security of the Assets, whether Company or any of its Subsidiaries; and (H) there has not covered been any entry by insurance; (c) incurred the Company or its Subsidiaries into any material obligation joint venture or liability other working arrangement with any Person; and (fixed I) there has not been any issuance or contingent) except (i) current trade or business obligations incurred in the ordinary course agreement to issue shares of businessCompany Common Stock, none of which were entered into for grossly inadequate consideration, (ii) obligations or liabilities other than under the Commitments to the extent required thereby, and (iii) obligations and liabilities under this Agreement; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance any of the Assets (except for purchase money liens used in the acquisition of the Assets, as set forth on Exhibit 5.11); (f) sold, transferred or leased any material Asset or material portion of the Assets, or canceled or compromised any debt or material claims, except in each case, in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not in the ordinary course of business which would, individually or in the aggregate, materially adversely affect the Assets or the business of DE; or (k) done or suffered anything material to invalidate or jeopardize its plant's or products' kosher certification by The Union of Orthodox Jewish Congregations of AmericaCompany Option Plans.

Absence of Certain Changes or Events. Except as set forth on Exhibit 5.11and described in SCHEDULE 3.6, since January 1the Current Balance Sheet Date, 1996there has been no Material Adverse Effect (or any event that reasonably could be expected to have a Material Adverse Effect) relating to the Five Station Group and KOOL taken as a whole. Except as set forth and described in SCHEDULE 3.6, DE since the Current Balance Sheet Date, Seller has conducted the business of the Five Station Group and KOOL in the Ordinary Course of Business, and (except for events which would not: (a) suffered any adverse change in, or the occurrence of any events which, individually or in the aggregate, have a Material Adverse Effect) Seller has or have hadnot (a) incurred loss of, or might reasonably be expected to haveinjury to, a material adverse effect on, DE's financial condition, results of operations or business or the value any of the AssetsAssets 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; (b) incurred, or become subject to, any Liability, except current Liabilities incurred damage to or destruction in the Ordinary Course of any material Asset or material portion of the Assets, whether or not covered by insuranceBusiness; (c) incurred discharged or satisfied any material obligation Encumbrance or liability (fixed or contingent) except (i) paid any Liability other than current trade or business obligations incurred Liabilities shown in the ordinary course of businessbalance sheets furnished pursuant to SECTION 3.5.1(a), none of which were entered into for grossly inadequate consideration, (iiSECTION 3.5.1(b) obligations or liabilities under the Commitments to the extent required therebySECTION 3.5.1(d), and (iii) obligations and liabilities under this Agreementcurrent Liabilities incurred since the Current Balance Sheet Date in the Ordinary Course of Business; (d) made or entered into contracts or commitments to make any capital expenditures in excess of Five Thousand Dollars ($5,000.00); (e) mortgaged, pledged or subjected to lien or any other encumbrance Encumbrance any of the its Assets (except for purchase money liens used as shown in the acquisition balance sheets furnished pursuant to SECTION 3.5.1(a), SECTION 3.5.1(b) or SECTION 3.5.1(d); (e) sold, exchanged, transferred or otherwise disposed of the any of its Assets, as set forth on Exhibit 5.11)or canceled any debts or claims; (f) sold, transferred written down the value of any Assets or leased written off as uncollectible any material Asset or material portion of the Assets, or canceled or compromised any debt or material claimsAccounts Receivable, except in each case, write downs and write-offs in the ordinary course Ordinary Course of businessBusiness; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset including, but not limited to, the Rights; (h) amended or terminated any of the contracts, agreements, leases or arrangements which otherwise would have been set forth on Exhibit 5.15.1 hereto; (i) waived or released any other rights of material value; (j) entered into any transactions not other than in the ordinary course Ordinary Course of business which would, individually Business; (h) made any material change in any method of accounting or in the aggregate, materially adversely affect the Assets or the business of DEaccounting practice; or (ki) done or suffered anything material made any agreement to invalidate or jeopardize its plant's or products' kosher certification by The Union do any of Orthodox Jewish Congregations of Americathe foregoing.