Common use of Absence of Certain Changes Clause in Contracts

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l), since the date of the Company's most recent SEC Documents, there has been no material adverse change and no material adverse development, which constitutes a Material Adverse Effect. Since December 31, 2004, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent. For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof), subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l), since Since the date of the Company's ’s most recent SEC DocumentsFinancial Statement, there has been no material adverse change Material Adverse Change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects of the Company. Since December 31, 2004the date of the Company’s most recent Financial Statement, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had made any capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business. The Company has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that its any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l)Section, "“Insolvent" ” means, (i) with respect to any Personthe Company, on a consolidated basis, (iA) the present fair saleable value of such Person's the Company’s assets is less than the amount required to pay such Person's the Company’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereofbelow), (iiB) the Person Company is unable to pay its their debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and maturedmatured or (C) the Company intends to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and (ii) with respect to the Company (A) the present fair saleable value of the Company’s assets is less than the amount required to pay its respective total Indebtedness, (iiiB) the Company is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such Person debts and liabilities become absolute and matured or (C) the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its respective ability to pay as such debts mature mature. The Company has not engaged in any business or (iv) such Person has in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsMarch 31, 2022, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since December Except as disclosed in Schedule 3(l), since March 31, 20042022, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 100,000 outside of the ordinary course of business. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any PersonPerson (as defined in Section 3(s), (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since December 31, since the date of the Company's most recent SEC Documents2005, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 500,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any PersonPerson (as defined in Section 3(s)), (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(q), since the date of the Company's most recent SEC Documents, there has been no material adverse change and no material adverse development, which constitutes a Material Adverse Effect. Since December 31, 20042018, neither the Company has not nor any of its Subsidiaries has, (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business100,000. The Company and the Subsidiaries have no material contingent obligations which are not disclosed in the Company’s consolidated financial statements which are included in the Registration Statement, the General Disclosure Package and the Prospectus. Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l)Agreement, "(x) “Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof)Indebtedness, (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since December 31, since the date of the Company's most recent SEC Documents2014, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since December 31, 20042014, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company, individually, and the Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the any Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereofNotes), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2005, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, means with respect to any Person, (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(k), since the date of the Company's most recent SEC DocumentsDecember 31, 2014, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(k), since December 31, 20042014, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(k), "Insolvent" means, with respect to any Person, (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s3(r)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth Since the date of the last audited financial statements included in the SEC Documents or Documents, except as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC Documents, (i) there has been no material adverse change and no material adverse development, which constitutes or development that has had a Material Adverse Effect. Since December 31, 2004, and (ii) the Company has not (iA) declared or paid any dividends, (iiB) sold any assets, individually or in the aggregate, in excess of $100,000 250,000 outside of the ordinary course of business or (iiiC) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business250,000. The Company has not taken any steps to seek protection pursuant to filed a petition or commencement of a proceeding under any bankruptcy law nor does and, to the Company Company’s knowledge, none of the Company’s creditors have any knowledge or reason to believe that its creditors intend to initiate initiated involuntary bankruptcy proceedings or any against the Company and the Company does not have actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any PersonPerson (as defined in Section 3(s)), (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since June 30, since the date of the Company's most recent SEC Documents2020, there has been no material adverse change to, and no material adverse developmentdevelopment in, which constitutes a Material Adverse Effectthe business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since December 31June 30, 20042020, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any material assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had material capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a any such creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3.1(j), "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof)indebtedness, (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since March 31, since the date of the Company's most recent SEC Documents2007, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since December Except as disclosed in Schedule 3(l), since March 31, 20042007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any PersonPerson (as defined in Section 3(s)), (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth disclosed in the SEC Documents or as set forth in Schedule 3(l)Reports, since the date of the Company's most recent SEC DocumentsDecember 31, 2022, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company. Since Except as disclosed in the SEC Reports, since December 31, 20042022, the Company has not (i) declared or paid any dividends, dividends or (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business. The Company has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereofhereof and, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l)Agreement, "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereofbelow), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(k)(i), since the date of the Company's most recent SEC DocumentsDecember 31, 2022, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or any of its Subsidiaries. Since Except as disclosed in Schedule 3(k)(ii), since December 31, 20042022, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that its any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(k), "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s3(r)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(k)(i), since the date of the Company's most recent SEC DocumentsDecember 31, 2019, there has been no material adverse change and no material adverse development, which constitutes a Material Adverse Effect. Since Except as disclosed in Schedule 3(k)(ii), since December 31, 20042019, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor to the Company’s Knowledge does the Company have or any knowledge or reason to Subsidiary believe that its any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its SubsidiariesSubsidiaries as a whole are not, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(k), "“Insolvent" ” means, with respect to any Person, (iw) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s3(q)) (other than any future lease liabilities as such exist on the date hereof), (iix) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iiiy) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (ivz) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsJune 30, 2007, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since December 31Except as disclosed in Schedule 3(l), 2004since June 30, 2007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, Person (as defined in Section 3(s)) (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsJune 30, there 2005, nothing has been no material adverse change and no material adverse development, which constitutes occurred that could reasonably be expected to have a Material Adverse Effect. Since December 31Except as disclosed in Schedule 3(l), 2004since June 30, 2005, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 250,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 500,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the ClosingClosing will not, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any Person, Person (as defined in Section 3(s)) (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2006, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" means, ” means with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except for the general economic and energy industry decline and as set forth reflected in the SEC Documents or as set forth in Schedule 3(l)Documents, since the date of the Company's most recent SEC DocumentsDecember 31, 2008, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, properties, operations, condition (financial or otherwise), results of operations or prospects of Parent, the Issuers or their Subsidiaries. Since December 31, 20042008, none of Parent, the Company Issuers or any of their Subsidiaries has not (i) declared or paid any dividendsdividends or distributions (other than to Parent, the Issuers or their Subsidiaries), or (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 material assets outside of the ordinary course of business. The Company None of Parent, the Issuers or any of their Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law law, nor does Parent, the Company Issuers or any of their Subsidiaries have any knowledge or reason to believe that its their creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company Parent, the Issuers and its their Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolventbe, Insolvent (as defined below). For purposes of this Section 3(l3(m), "“Insolvent" ” means, with respect to any Person, Person (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s3(v)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l), since Since the date of the Company's Corporation’s most recent SEC DocumentsFinancial Statement, there has been no material adverse change Material Adverse Change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects of the Corporation. Since December 31, 2004the date of the Corporation’s most recent Financial Statement, the Company Corporation has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had made any capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business. The Company Corporation has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company Corporation have any knowledge or reason to believe that its any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are Corporation is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l)Section, "“Insolvent" ” means, (i) with respect to any Personthe Corporation, on a consolidated basis, (iA) the present fair saleable value of such Person's the Corporation’s assets is less than the amount required to pay such Person's the Corporation’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereofbelow), (iiB) the Person Corporation is unable to pay its their debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and maturedmatured or (C) the Corporation intends to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and (ii) with respect to the Corporation (A) the present fair saleable value of the Corporation’s assets is less than the amount required to pay its respective total Indebtedness, (iiiB) the Corporation is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such Person debts and liabilities become absolute and matured or (C) the Corporation intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its respective ability to pay as such debts mature mature. The Corporation has not engaged in any business or (iv) such Person has in any transaction, and is not about to engage in any business or in any transaction, for which the Corporation’s remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth disclosed in the Company’s SEC Documents or as set forth and in Schedule 3(l)4.9, since the date of the Company's most recent SEC DocumentsDecember 31, 2009, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed the SEC Documents and in Schedule 4.9, since December 31, 20042009, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 25,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business25,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l)4.9, "“Insolvent" ” means, with respect to any Person, Person (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof4.16), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l), since the date of the Company's most recent SEC Documents, there has been no material adverse change and no material adverse development, which constitutes a Material Adverse Effect. Since December January 31, 2004, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 100,000 outside of the ordinary course of business. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent. For purposes of this Section 3(l), "InsolventINSOLVENT" means, with respect to any Person, (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof), subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth specifically disclosed in the SEC Documents or as set forth in Schedule 3(l)filed not later than 10 days prior to the date hereof, since the date of the Company's most recent SEC DocumentsDecember 31, 2004, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, assets, operations, results of operations, financial condition or prospects of the Company. Since December 31September 30, 20042005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 500,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business500,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its SubsidiariesCompany, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any PersonPerson (as defined in Section 3(r)), (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s3(r)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since December 31, since the date of the Company's most recent SEC Documents2004, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company. Since Except as disclosed in Schedule 3(l), since December 31, 2004, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any PersonPerson (as defined in Section 3(s)), (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l)4.9, since the date of the Company's most recent SEC DocumentsDecember 31, 2008, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 4.9, since December 31, 20042008, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 25,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business25,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l)4.9, "“Insolvent" ” means, with respect to any Person, Person (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof4.16), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth disclosed in the SEC Documents or as set forth in Schedule 3(l)Exchange Act Reports, since the date of the Company's most recent SEC DocumentsDecember 31, 2008, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, properties, operations, condition (financial or otherwise) or results of operations of the Company or its Subsidiaries. Since Except as disclosed in the Exchange Act Reports, since December 31, 20042008, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividendsdividends on its or their capital stock, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 material assets outside of the ordinary course of business business, other than the sale of the vessel Northern Gambler and related assets or (iii) had material capital expenditures, individually or in the aggregate, in excess of $500,000 expenditures outside of the ordinary course of business. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, Closing will not be Insolventbe, Insolvent (as defined below). For purposes of this Section 3(l2(c)(xxix), "“Insolvent" ” means, with respect to any Person, Person (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof)Indebtedness, (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or 18 otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(k), since the date of the Company's most recent SEC DocumentsDecember 31, 2004, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(k), since December 31, 2004, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 500,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business500,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(k), "“Insolvent" means, with respect to any Person, ” means (i) the present fair saleable value of such Person's the Company’s assets is less than the amount required to pay such Person's the Company’s total Indebtedness (as defined in Section 3(s3(r)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted or is about to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(k)(i), since the date of the Company's most recent SEC DocumentsDecember 31, 2018, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or any of its Subsidiaries. Since Except as disclosed in Schedule 3(k)(ii), since December 31, 20042018, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that its any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, if any, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the ClosingClosings, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(k), "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s3(r)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2008 there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042008, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the ClosingClosing as of the Closing Date will not, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, Person (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since December 31, since the date of the Company's most recent SEC Documents2006, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any PersonPerson (as defined in Section 3(s), (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsOctober 7, 2005, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since December 31Except as disclosed in Schedule 3(1), 2004since October 7, 2005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereofwill not, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any PersonPerson (as defined in Section 3(s)), (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (excluding the Notes) (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since September 30, since the date of the Company's most recent SEC Documents2005, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since December 31Except as disclosed in Schedule 3(l), 2004since September 30, 2005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 250,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any PersonPerson (as defined in Section 3(s)), (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth disclosed or described in the Recent SEC Documents or as set forth in Schedule 3(l)Documents, since the date of the Company's most recent SEC DocumentsDecember 31, 2008, there has been no material adverse change and no material adverse developmentin the business, which constitutes a Material Adverse Effect. Since December 31assets, 2004operations, condition (financial or otherwise), results of operations or prospects of the Company has not (i) declared or paid any dividendsand its Subsidiaries, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of businesstaken as a whole. The Company has not taken any steps with any governmental agency or authority or any other regulatory or self-regulatory agency or authority to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason reasonable basis to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as hereinafter defined). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any Person, Person (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and maturedmatured in the ordinary course, (iiiii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature in the ordinary course or (iviii) such Person has unreasonably small capital with which to conduct the business in which it is engaged engaged, as such business is now conducted. For purposes of the foregoing, the amount of any contingent liability at any time shall be computed as the amount that, in light of all facts and circumstances existing at the time, represents the amount that could reasonably be expected to become an actual liability and the Company shall be entitled to make a reasonable assumption that its existing pension plan deferrals and employee wage concessions (each as disclosed in the Recent SEC Documents will continue for the foreseeable future.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2006, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), or results of operations of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any Person, Person (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(k), since the date of the Company's most recent SEC DocumentsDecember 31, 2017, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or any of its Subsidiaries. Since Except as disclosed in Schedule 3(k), since December 31, 20042017, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Since February 15, 2015, neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy law insolvency, reorganization, receivership, liquidation or winding up nor does the Company or any Subsidiary have any knowledge or reason to believe that any of its respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(k), "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s3(q)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Since December 31, 2022, except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(k)(i), since the date of the Company's most recent SEC Documents, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or any of its Subsidiaries. Since December 31, 20042022, except as disclosed in Schedule 3(k)(ii), neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that its any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(k), "“Insolvent" ” means, (i) with respect to any Personthe Company and its Subsidiaries, on a consolidated basis, (iA) the present fair saleable value of such Person's the Company’s and its Subsidiaries’ assets is less than the amount required to pay such Person's the Company’s and its Subsidiaries’ total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereofbelow), (iiB) the Person is Company and its Subsidiaries are unable to pay its their debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and maturedmatured or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and (ii) with respect to the Company and each Subsidiary, individually, (iiiA) the present fair saleable value of the Company’s or such Person Subsidiary’s (as the case may be) assets is less than the amount required to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its respective ability to pay as such debts mature mature. Neither the Company nor any of its Subsidiaries has engaged in any business or (iv) in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such Person has Subsidiary’s remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth disclosed in the SEC Documents or as set forth in Schedule 3(l), since the date of the Company's most recent SEC DocumentsJanuary 12, 2007, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042006, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 500,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 500,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the each Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any Person, Person (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in on Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2005, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise) or results of operations of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 500,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any PersonPerson (as defined in Section 3(s)), (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(k), since the date of the Company's most recent SEC DocumentsDecember 31, 2012, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or any of its Subsidiaries. Since Except as disclosed in Schedule 3(k), since December 31, 20042012, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 100,000 outside of the ordinary course of business. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that its any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(k), "Insolvent" means, with respect to any Person, (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2011, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042011, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 500,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 500,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2013, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042013, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(k)(i), since the date of the Company's most recent SEC DocumentsDecember 31, 2019, there has been no material adverse change and no material adverse development, which constitutes a Material Adverse Effect. Since Except as disclosed in Schedule 3(k)(ii), since December 31, 20042019, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor to the Company’s Knowledge does the Company have or any knowledge or reason to Subsidiary believe that its any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its SubsidiariesSubsidiaries as a whole are not, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the each Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(k), "“Insolvent" ” means, with respect to any Person, (iw) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s3(q)) (other than any future lease liabilities as such exist on the date hereof), (iix) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iiiy) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (ivz) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(k)(i), since the date of the Company's most recent SEC DocumentsSeptember 30, 2018, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effect. Since December 31assets, 2004liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or any of its Subsidiaries. Except as disclosed in Schedule 3(k)(ii), since September 30, 2018, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that its any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(k), "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s3(r)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(k), since the date of the Company's most recent SEC DocumentsDecember 31, 2015, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(k), since December 31, 20042015, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the any Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(k), "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s3(r)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since March 31, since the date of the Company's most recent SEC Documents2006, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since December Except as disclosed in Schedule 3(l), since March 31, 20042006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 500,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any PersonPerson (as defined in Section 3(s)), (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2007, there has been no material adverse change and no material adverse developmentin the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business3,000,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason reasonable basis to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any Person, Person (as defined in Section 3(s)) (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and maturedmatured in the ordinary course, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature in the ordinary course or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged engaged, as such business is now conducted, or in which it is about to be engaged.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(k)(i), since the date of the Company's most recent SEC DocumentsSeptember 30, 2019, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of Sonnet or the Sonnet Subsidiaries. Since December 31Except as disclosed in Schedule 3(k)(ii), 2004since September 30, 2019, neither Sonnet nor any of the Company has not Sonnet Subsidiaries have (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither Sonnet nor any of the ordinary course of business. The Company Sonnet Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does Sonnet or any of the Company Sonnet Subsidiaries have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company Sonnet and its the Sonnet Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and and, after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l)Agreement, "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereofbelow), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsJune 30, 2010, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effect. Since December 31assets, 2004properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Except as disclosed in Schedule 3(l), since June 30, 2010, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2013, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries taken as a Material Adverse Effectwhole, other than as publicly disclosed. Since Except as disclosed in Schedule 3(l), since December 31, 20042013, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 7,100,000 in respect of exploration capital expenditures, $43,300,000 in respect of development capital expenditures (net of pre-commercial production revenues), $7,200,000 in respect of ongoing capital expenditures and $1,700,000 in respect of fixed asset purchases. Neither the ordinary course Company nor any of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the each Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2007, there has been no material adverse change and no material adverse development, which constitutes a Material Adverse Effect. Since December 31, 20042007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent. For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof), subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2009, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042009, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2010, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042010, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge Knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined in this Section 3(l)). For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is currently proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth described in the SEC Documents or as set forth in Schedule 3(l)and the Supplemental Disclosure Document, since the date of the Company's most recent SEC DocumentsJune 30, 2006, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company. Since December 31Except as disclosed in Schedule 3(l), 2004since June 30, 2006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business250,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent. For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any PersonPerson (as defined in Section 3(s)), (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(k), since the date of the Company's most recent SEC DocumentsDecember 31, 2005, there has been no material adverse change and no material adverse development, which constitutes or development that would reasonably be expected to result in a Material Adverse Effect. Since Except as disclosed in Schedule 3(k), since December 31, 20042005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 assets outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 expenditures outside of the ordinary course of business. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge Knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(k), "“Insolvent" ” means, with respect to any Person, Person (as defined in Section 3(r)) (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s3(r)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2007, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" means, ” means with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(m)(A), since the date of the Company's most recent SEC Documentsaudited financial statements contained in a Form 10-K or 10-KSB, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company, as applicable. Except as disclosed in Schedule 3(m)(B), since the date of the Company's most recent audited financial statements contained in a Material Adverse Effect. Since December 31, 2004, Form 10-K or 10-KSB the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 25,000 outside of the ordinary course of business or business, (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000 or (iv) waived any material rights in respect of the ordinary course any Indebtedness or other rights in excess of business$25,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(n), "Insolvent" means, with respect to any Person, means (i) the present fair saleable value of such Personthe Company's assets is less than the amount required to pay such Personthe Company's total Indebtedness (as defined in Section 3(s3(v)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted or is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since December 31, since the date of the Company's most recent SEC Documents2009, there has been no material adverse change and no material adverse developmentdevelopment with respect to the Company or its Subsidiaries that has resulted in, which constitutes or is reasonably likely to result in, a Material Adverse Effect. Since December 31, 20042009, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 250,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 450,000. During the year prior to the date hereof, no customer of the ordinary course Company or any of businessits Subsidiaries has cancelled any contract with the Company or its Subsidiaries. The Since December 31, 2009, neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any PersonPerson (as defined in Section 3(s), (i) the present fair saleable value of such Person's assets (including intangibles) is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since June 30, since the date of the Company's most recent SEC Documents2007, there has been no material adverse change and no material adverse developmentor development in the business, which constitutes properties, operations, condition (financial or otherwise), results of operations of the Company or any Subsidiary that has had or would reasonably be expected to have a Material Adverse Effect. Since December 31Except as set forth on Schedule 3(k), 2004since June 30, 2007 (and before giving effect to the transactions contemplated under the Transaction Documents) none of the Company or any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 10,000 outside of the ordinary course of business or business, (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 10,000 or (iv) waived any material rights in respect of any Indebtedness or other rights in excess of $1,000 owed to it. None of the ordinary course Company or any of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors or the creditors of any Subsidiary intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Neither the Company and its Subsidiaries, individually and on a consolidated basis, are not nor any Subsidiary of the Company is as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the ClosingClosing will be, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(k), "“Insolvent" ” means, with in respect to of any Person, (i) the present fair saleable value of such Person's ’s assets (and including as assets for this purpose at a fair valuation all rights of subrogation, contribution or indemnification arising pursuant to any guarantees given by such Person) is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s3(p)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends at any time to incur or believes that it will at any time incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l), since the date of the Company's ’s most recent SEC Documents, there has been no material adverse change and no material adverse development, which constitutes a Material Adverse Effect. Since December January 31, 2004, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 100,000 outside of the ordinary course of business. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent. For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof), subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(k)(i), since the date of the Company's most recent SEC DocumentsDecember 31, 2019, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of PrivateCo or the PrivateCo Subsidiaries. Since Except as disclosed in Schedule 3(k)(ii), since December 31, 20042019, neither PrivateCo nor any of the Company has not PrivateCo Subsidiaries have (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither PrivateCo nor any of the ordinary course of business. The Company PrivateCo Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does PrivateCo or any of the Company PrivateCo Subsidiaries have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company PrivateCo and its the PrivateCo Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and and, after giving effect to the transactions contemplated hereby to occur at the Shares Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l)Agreement, "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereofbelow), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth in disclosed on Schedule 3(l5.1(l), since the date of the Company's most recent SEC DocumentsJanuary 1, 2010, there has been no material adverse change Material Adverse Effect, no event, condition or circumstance that would be reasonably likely to have a Material Adverse Effect and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effect. Since December 31properties, 2004operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l)Section, "“Insolvent" ” means, with respect to any PersonPerson (as defined below), (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereofbelow), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsJuly 2, 2004, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise) or results of operations of the Company or its Subsidiaries. Since December 31Except as disclosed in Schedule 3(l), since July 2, 2004, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business500,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Except as disclosed in Schedule 3(l), the Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any PersonPerson (as defined in Section 3(s)), (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Since the respective dates as set forth of which information is given in the SEC Documents Reports, as each may be amended or as set forth in Schedule 3(l), since the date of the Company's most recent SEC Documentssupplemented, there has not been no material adverse change and no material adverse development, which constitutes a any Material Adverse Effect. Since December 31, 2004, Effect and there has not been any material transaction entered into by the Company has not or the Subsidiaries, including, without limitation, (i) declared declaration or paid payment of any dividends, (ii) sold sale of any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business 25,000 or (iii) had any capital expenditures, individually or in the aggregate, in excess of $500,000 outside of 25,000, other than transactions in the ordinary course of businessbusiness and transactions described in the SEC Reports, as each may be amended or supplemented. The Company and the Subsidiaries have no material contingent obligations which are not disclosed in the Company’s consolidated financial statements which are included in the SEC Reports. Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l)Agreement, "Insolvent" (x)“Insolvent” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s3(tt)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, or (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conductedmature.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(k), since the date of the Company's most recent SEC DocumentsDecember 31, 2003, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(k), since December 31, 20042003, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 500,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business500,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(k), "“Insolvent" means, with respect to any Person, ” means (i) the present fair saleable value of such Person's the Company’s assets is less than the amount required to pay such Person's the Company’s total Indebtedness (as defined in Section 3(s3(r)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted or is about to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since December 31, since the date of the Company's most recent SEC Documents2006, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any PersonPerson (as defined in Section 3(s)), (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since March 31, since the date of the Company's most recent SEC Documents2007, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since December Except as disclosed in Schedule 3(l), since March 31, 20042007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any PersonPerson (as defined in Section 3(t)), (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s3(t)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since March 31, since the date of the Company's most recent SEC Documents2020, there has been no material adverse change to, and no material adverse developmentdevelopment in, which constitutes a Material Adverse Effectthe business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since December March 31, 20042020, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a any such creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(n), "“Insolvent" ” means, with respect to any PersonPerson (as defined in Section 3(u)), (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s3(u)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Documents, since the date of the Company's ’s most recent SEC Documents, there has been no material adverse change and no material adverse development, which constitutes a Material Adverse EffectEffect as defined in Section 8(e) of this Agreement. Since December January 31, 2004, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 100,000 outside of the ordinary course of business. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent. For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof), subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)The Company represents that since December 31, since the date of the Company's most recent SEC Documents2023, there has been no material adverse change and no material adverse developmentin the assets, which constitutes a Material Adverse Effect. Since December 31, 2004, operations or financial condition of the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of businesstaken as a whole. The Company has not taken any steps with any governmental agency or authority or any other regulatory or self-regulatory agency or authority to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason reasonable basis to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The As of the Bridge Note Closing, the Company and its Subsidiariesis not, individually and on a consolidated basisand, are not as of the date hereofConvertible Note Closing, and after giving effect to the transactions contemplated hereby to occur at the Convertible Note Closing, New Adagio will not be InsolventInsolvent (as defined herein). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any Person, person (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and maturedmatured in the ordinary course, (iiiii) such Person person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature in the ordinary course or (iviii) such Person person has unreasonably small capital with which to conduct the business in which it is engaged engaged, as such business is now conducted. For purposes of the foregoing, the amount of any contingent liability at any time shall be computed as the amount that, in light of all facts and circumstances existing at the time, represents the amount that could reasonably be expected to become an actual liability.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2006, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 300,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any PersonPerson (as defined in Section 3(s), (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2013, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042013, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsJune 30, 2009, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effect. Since December 31assets, 2004properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Except as disclosed in Schedule 3(l), since June 30, 2009, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, were not, as of the date of the Original Agreement, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the ClosingClosings, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, Person (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2014, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042014, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, or made any distribution of cash or other property to its stockholders, in their capacities as such, or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (except for repurchases by the Company of shares of capital stock held by employees, officers, directors, or consultants pursuant to an option of the Company to repurchase such shares upon the termination of employment or services), (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the any Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2006, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 500,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business500,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "InsolventINSOLVENT" means, with respect to any Person, Person (as defined in Section 3(s)) (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(j)(i), since the date of the Company's most recent SEC DocumentsJune 30, 2020, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effect. Since December 31assets, 2004liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Except as disclosed in Schedule 3(j)(ii), since June 30, 2020, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the applicable Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l)Agreement, "Insolvent" means, with respect to any Person, (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereofbelow), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth disclosed in the SEC Documents or as set forth in on Schedule 3(l), since the date of the Company's most recent SEC Documentsaudited financial statements contained in a Form 10-KSB, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes assets, properties, operations, condition (financial or otherwise) or results of operations of the Company. Except as disclosed in the SEC Documents or on Schedule 3(l), since the date of the Company's most recent audited financial statements contained in a Material Adverse Effect. Since December 31Form 10-KSB, 2004, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "InsolventINSOLVENT" means, with respect to any Person, means (i) the present fair saleable value of such Personthe Company's assets is less than the amount required to pay such Personthe Company's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, matured (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since March 31, since the date of the Company's most recent SEC Documents2007, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since December March 31, 20042007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 5,000,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any PersonPerson (as defined in Section 3(s)), (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth expressly disclosed in the SEC Documents or as set forth in Schedule 3(l)filed at least ten (10) days prior to the date hereof, since the date of the Company's most recent SEC DocumentsDecember 31, 2001 there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effect. Since December 31properties, 2004assets, operations, results of operations, financial conditions or prospects of the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of businessits Subsidiaries. The Company has not taken any steps steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolventbe, Insolvent (as defined below). For purposes of this Section 3(l3(g), "InsolventINSOLVENT" means, with respect to any Person, means (i) the present fair saleable value of such Personthe Company's assets is less than the amount required to pay such Personthe Company's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof)indebtedness, contingent or otherwise, (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur incur, or believes that it will incur incur, debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted. Except as disclosed in Schedule 3(g), since December 31, 2002 the Company has not declared or paid any dividends, sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or had capital expenditures, individually or in the aggregate, in excess of $100,000.

Absence of Certain Changes. Other than Except as set forth disclosed in Schedule 3(l) or in the SEC Documents or as set forth in Schedule 3(l)Documents, since the date of the Company's ’s most recent SEC Documentsaudited financial statements contained in a Form 10-K, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company. Except as disclosed in Schedule 3(l), since the date of the Company’s most recent audited financial statements contained in a Material Adverse Effect. Since December 31Form 10-K, 2004, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) except as set forth in Schedule 3(l), had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" means, with respect to any Person, ” means (i) the present fair saleable value of such Person's the Company’s assets is less than the amount required to pay such Person's the Company’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, or (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conductedmature.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2005, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since December 31Except as disclosed in Schedule 3(1), 2004since October 7, 2005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereofwill not, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any PersonPerson (as defined in Section 3(s)), (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l)) or the SEC Documents, since the date of the Company's most recent SEC DocumentsSeptember 30, 2006, there has been no material adverse change and no material adverse developmentevent, which constitutes occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect. Since December 31Except as disclosed in Schedule 3(l) or as disclosed in the SEC Documents, 2004since September 30, 2006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 1,000,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business1,000,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, Person (as defined in Section 3(s)) (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2004, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise) or results of operations of the Company or its Subsidiaries. Since December 31, 2004, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 1,000,000 outside of the ordinary course of business, or (iii) waived any material rights in excess of $1,000,000 with respect to any Indebtedness or other rights owed to it. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, Closing will not be Insolventbe, Insolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, means (i) the present fair saleable value of such Personthe Company's assets is less than the amount required to pay such Personthe Company's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2006, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, Person (as defined in Section 3(r)) (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s3(r)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2007, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 25,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business25,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any Person, Person (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(j), since the date of the Company's most recent SEC DocumentsDecember 31, 2016, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or any of its Subsidiaries. Since Except as disclosed in Schedule 3(j), since December 31, 20042016, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 150,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 150,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up nor does the Company or any Subsidiary have any knowledge or reason to believe that any of its respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(j), "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s3(p)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(j)(i), since the date of the Company's most recent SEC DocumentsDecember 31, 2019, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(j)(ii), since December 31, 20042019, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the applicable Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l)Agreement, "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereofbelow), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since June 30, since the date of the Company's most recent SEC Documents2020, there has been (i) no material adverse change to, and no material adverse developmentdevelopment in, which constitutes a the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries and (ii) no Material Adverse Effect. Since December 31June 30, 20042020, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, other than the CVRs, (ii) sold any material assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or business, (iii) made any material change or material amendment to, or waiver of any material right, or termination of, any material Contract or (iv) had material capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a any such creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3.1(k), "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof)indebtedness, (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2006, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since December 31, since the date of the Company's most recent SEC Documents2003, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise) or results of operations of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042003, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business500,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Except as disclosed in Schedule 3(l), the Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any PersonPerson (as defined in Section 3(s)), (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2010, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20042010, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any PersonPerson (as defined in Section 3(s)), (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth in on Schedule 3(l3(l)(i), since the date of the Company's most recent SEC DocumentsMarch 31, 2006, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since December Except as disclosed in Schedule 3(l)(ii), since March 31, 20042006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 500,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any PersonPerson (as defined in Section 3(s)), (i) the present fair saleable value of such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsSeptember 30, 2004, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since December 31September 30, 2004, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or business, (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000 or (iv) waived any material rights with respect to any Indebtedness or other rights in excess of the ordinary course of business$100,000 owed to it. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, Closing will not be Insolventbe, Insolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" means, with respect to any Person, ” means on a consolidated basis (i) the present fair saleable value of such Person's the Company’s assets is less than the amount required to pay such Person's the Company’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsSeptember 30, 2007, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospectus of the Company or its Subsidiaries. Since December 31Except as disclosed in Schedule 3(l), 2004since September 30, 2007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 1,000,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 3,000,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any PersonPerson (as defined in Section 3(s), (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l)) or the SEC Documents, since the date of the Company's most recent SEC DocumentsDecember 31, 2004, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, financial condition, or results of operations of the Company or its Subsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 2004, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 2,000,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business2,000,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, means (i) the present fair saleable value of such Personthe Company's assets is less than the amount required to pay such Personthe Company's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted or is about to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since December 31, since the date of the Company's most recent SEC Documents2003, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries. Since December 31, 20042003, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or consistent with past practice, (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 expenditures outside of the ordinary course of businessbusiness consistent with past practice, (iv) engaged in any transaction with any affiliate or (v) engaged in any other transaction outside of the ordinary course of business consistent with past practice. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" means, with respect to any Person, ” means (i) the present fair saleable value of such Person's the Company’s assets is less than the amount required to pay such Person's the Company’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof)indebtedness, contingent or otherwise, (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than as set forth in the SEC Documents or as set forth in Schedule 3(l)Since December 31, since the date of the Company's most recent SEC Documents2015, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectassets, liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company. Since December 31, 20042014, the Company has not other than in the ordinary course of business consistent with past practice (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding-up nor does the Company nor any Subsidiary have any knowledge or reason to believe that any of its respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any Person, (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s3(v)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC Documentsaudited financial statements contained in a Form 10-K, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company. Except as disclosed in Schedule 3(l), since the date of the Company's most recent audited financial statements contained in a Material Adverse Effect. Since December 31Form 10-K, 2004, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) except as set forth in Schedule 3(l), had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 100,000. Neither Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "InsolventINSOLVENT" means, with respect to any Person, means (i) to the knowledge of the Company, the present fair saleable value of such Personthe Company's assets is less than the amount required to pay such Personthe Company's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsJune 30, 2005, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, operations, condition (financial or otherwise), results of operations or prospects of the Company. Since December 31Except as disclosed in Schedule 3(l), 2004since June 30, 2005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the applicable Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "Insolvent" means, with respect to any Person, means (i) the present fair saleable value of such Personthe Company's assets is less than the amount required to pay such Personthe Company's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l), since the date of the Company's most recent SEC DocumentsDecember 31, 2007, there has been no material adverse change and no material adverse developmentin the business, which constitutes properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries, taken as a Material Adverse Effectwhole. Since Except as disclosed in Schedule 3(l), since December 31, 20042007, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 2,500,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 2,500,000. Neither the Company nor any of the ordinary course of business. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any PersonPerson (as defined in Section 3(s)), (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the date hereof), (ii) the such Person is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth in the SEC Documents or as set forth disclosed in Schedule 3(l3(n)(A), (i) since the date of the Company's most recent SEC Documentsaudited financial statements contained in a Form 10-K or 10-KSB, and (ii) since December 31, 2005 in respect of FP Technology Holdings, Inc. there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries, as applicable. Except as disclosed in Schedule 3(n)(B), since (x) the date of the Company's most recent audited financial statements contained in a Material Adverse Effect. Since Form 10-K or 10-KSB, (y) December 31, 20042005 in respect of FP Technology Holdings, Inc., the Company has not and none of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 25,000 outside of the ordinary course of business or business, (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside 25,000 or (iv) waived any material rights in respect of the ordinary course any Indebtedness or other rights in excess of business$25,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l3(n), "Insolvent" means, with respect to any Person, means (i) the present fair saleable value of such Personthe Company's assets is less than the amount required to pay such Personthe Company's total Indebtedness (as defined in Section 3(s3(v)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person the Company intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted or is proposed to be conducted.

Absence of Certain Changes. Other than Except as set forth specifically disclosed in the SEC Documents or as set forth in Schedule 3(l)filed not later than 10 days prior to the date hereof, since the date of the Company's most recent SEC DocumentsDecember 31, 2003, there has been no material adverse change and no material adverse developmentdevelopment in the business, which constitutes a Material Adverse Effectproperties, assets, operations, results of operations, financial condition or prospects of the Company. Since December 31September 30, 2004, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $100,000 500,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $500,000 outside of the ordinary course of business500,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its SubsidiariesCompany, individually and on a consolidated basis, are is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be InsolventInsolvent (as defined below). For purposes of this Section 3(l), "“Insolvent" ” means, with respect to any PersonPerson (as defined in Section 3(r)), (i) the present fair saleable value of such Person's ’s assets is less than the amount required to pay such Person's ’s total Indebtedness (as defined in Section 3(s3(r)) (other than any future lease liabilities as such exist on the date hereof), (ii) the Person Company is unable to pay its debts and liabilities (other than any future lease liabilities as such exist on the date hereof)liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.