Common use of Absence of Certain Changes Clause in Contracts

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller has: (a) suffered any adverse change in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured); (b) made any material change in the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action described in this Section 2.10.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.104.11 attached hereto, since December 31September 30, 2013, no Company Seller has2000: (a) suffered any adverse change Seller and the Subsidiaries have operated the Business only in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured)the ordinary course; (b) made No Material Contract has expired or been rescinded or terminated by agreement of the parties; (c) Neither Seller nor any Subsidiary has sold, transferred, disposed of, or agreed to sell, transfer or dispose of, any material change assets related to the Business other than in the Business or operations or ordinary course of business; (d) Neither Seller nor any Subsidiary has acquired any material assets related to the Business, except in the manner ordinary course of conducting business, nor acquired or merged with any other business related to the Business; (ce) No material Encumbrances have been incurred or created on any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior assets related to the date hereof for which Business of Seller or any Subsidiary; (f) No asset or property material to the Financial Statements have conduct of the Business has been provided destroyed, damaged or otherwise lost (whether or not covered by insurance); (g) Neither Seller nor any Subsidiary has increased the salary or other compensation payable or to become payable to any employee who may become a Company Employee or obligated itself to pay any bonus or other additional salary or compensation to any such employee other than in the ordinary course of business and consistent with past practices, or experienced business; (h) Neither Seller nor any Subsidiary has made any material change related to the Business in any assumptions underlying pricing, marketing, purchasing, allowance or methods tax or accounting practice, policy or method or any method of calculating any bad debt, contingency or other reserves; (d) paidreserve for accounting, discharged financial reporting or satisfied tax purposes or made any Lien material tax election or Liability, other than Liens settled or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent compromised any material income tax liability with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business;Governmental Authority. (i) entered into a settlement There has been no waiver or compromise amendment of any pending material right relating to Seller or threatened Proceedingany Subsidiary which would reasonably be expected to be material to the conduct of the Business; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons There has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment been no agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action described above; and (k) There has been no material adverse change in this Section 2.10the earnings, prospects, properties or condition, financial or otherwise, relating to or in respect of the Business (a "Material Adverse Change").

Absence of Certain Changes. Except as and to the extent set forth reflected on Schedule 2.10SCHEDULE 5.12, each Company Seller has conducted the Business or elsewhere in this Agreement or specifically identified on any Schedules hereto, since December March 31, 2013 in 1999, MIOA and its Subsidiaries have not, and at the ordinary course consistent with past practices. Without limiting the generality of the foregoingClosing Date will not, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller hashave: (a) suffered Suffered a Material Adverse Effect, or become aware of any adverse change circumstances which might reasonably be expected to result in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, such a Material Adverse Effect; or suffered any material casualty loss to the Assets (whether or not insured); (b) made Incurred any material change in obligations specifically related to the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any LiabilitiesAssets, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practicesbusiness, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (ec) written Permitted or allowed any of the Assets to be mortgaged, pledged, or subjected to any lien or encumbrance, except liens or encumbrances specifically excepted by the provisions of Section 5.14; (d) Written down the value of any Inventoryinventory, contract or other intangible asset, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted ordinary course of business, consistent with past practice and at a plan of liquidation or dissolution; (g) rate no greater than during the latest complete fiscal year; cancelled any other debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement , or compromise of any pending sold or threatened Proceeding; (j) sold, transferred or conveyed any of its material properties or assets (whether assets, real, personal personal, or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practicespractice; (ke) made Sold, licensed or transferred or agreed to sell, license or transfer, any of the Assets, except in the ordinary course of business and consistent with past practice; (f) To MIOA's and its Subsidiaries' knowledge, received notice of any pending or threatened adverse claim or an alleged infringement of proprietary material, whether such claim or infringement is based on trademark, copyright, patent, license, trade secret, contract or other restrictions on the use or disclosure of proprietary materials; (g) Incurred obligations to refund money to customers, except in the ordinary course of business, all of which will have no Material Adverse Effect; (h) Become aware of any event, condition or other circumstance relating solely to the Assets (as opposed to any such event, condition, etc., which is, for example, national or industry-wide in nature) which might reasonably be expected to have a Material Adverse Effect on the Assets; (i) Made any capital expenditures or commitments in excess commitments, any one of which is more than $100,000 in the aggregate 1,000,000, for replacements or additions to property, plant, equipment or intangible capital assetsequipment, unless approved in writing by CCI or deemed approved by CCI pursuant to EXHIBIT 4.2(B)(IV) hereof; (lj) except as indicated in the Audited Financial Statements, made Made any material change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax electionspractice; (mk) paidPaid, loaned loaned, guaranteed, or advanced any material amount to or in respect ofto, or sold, transferred transferred, or leased any material properties or assets (real, personal personal, or mixed, tangible or intangible) to, or entered into any agreement, arrangement arrangement, or transaction with, with any Shareholder of MIOA's or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective Subsidiaries' officers or directors, or any business or entity Person in which any officer or director of MIOA or any of its Subsidiaries, or any affiliate or associate of any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (zl) agreed, whether in writing or otherwise, Agreed to take any action described in this Section 2.105.12.

Absence of Certain Changes. Except as and to the extent set forth on in Schedule 2.104.1(g), each Company Seller has conducted the Business since December 31, 2013 or otherwise disclosed in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and writing to the extent set forth on Schedule 2.10ESSXSPORT, since December 31, 2013, no Company Seller has:2003, (ai) suffered MBH has not entered into any adverse material transaction; (ii) there has been no change in its working capitalthe condition (financial or otherwise), financial business, property, prospects, assets or liabilities of MBH as shown on the MBH Financial Statement, other than changes that both individually and in the aggregate do not have a consequence that is materially adverse to such condition, assetsbusiness, liabilitiesproperty, business or prospects, experienced assets or liabilities; (iii) there has been no damage to, destruction of or loss of any labor difficulty, of the properties or suffered any casualty loss assets of MBH (whether or not insuredcovered by insurance) materially and adversely affecting the condition (financial or otherwise), business, property, prospects, assets or liabilities of MBH; (iv) MBH has not declared, or paid any dividend or made any distribution on its capital stock, redeemed, purchased or otherwise acquired any of its capital stock, granted any options to purchase shares of its stock, or issued any shares of its capital stock except in conjunction with the private placement described in Schedule 4.1(g); (bv) made any there has been no material change in the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible)change, except in the ordinary course of business and consistent with past practicesbusiness, in the contingent obligations of MBH by way of guaranty, endorsement, indemnity, warranty or otherwise; (kvi) there have been no loans made any capital expenditures by MBH to its employees, officers or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assetsdirectors that have not been disclosed; (lvii) except as indicated in the Audited Financial Statements, made any change in any method there has been no waiver or compromise by MBH of accounting a valuable right or accounting practice or any method of income Tax accounting or income Tax electionsa material debt owed to it; (mviii) paid, loaned or advanced any amount to or there has been no extraordinary increase in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder the compensation of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstandingMBH's employees; (nix) sold, transferred, licensed, abandoned, let lapse, encumbered there has been no agreement or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed commitment by MBH to preserve and maintain all Consents required for the conduct of the Business as currently conducted do or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if the acts described in effect as of the date hereof would be a Material Contractthis Section 4.1(g), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets;; and (x) amended its articles there has been no other event or condition of incorporation or organizationany character, bylaws or operating agreement, or similar governing documents; (y) entered into any which might reasonably be expected either to result in a material and adverse change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or condition (z) agreed, whether in writing financial or otherwise), business, property, prospects, assets or liabilities of MBH or to take any action described in this Section 2.10impair materially the ability of MBH to conduct the business now being conducted.

Absence of Certain Changes. Except as and to the extent set forth reflected on Schedule 2.10SCHEDULE 6.12, each Company Seller has conducted the Business since December 31, 2013 or elsewhere in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth this Agreement or specifically identified on Schedule 2.10any Schedules hereto, since December 31, 20131997, no Company Seller hasPHC and its Subsidiaries have not, and at the Closing Date will not, have: (a) suffered Suffered a Material Adverse Effect, or become aware of any adverse change circumstances which might reasonably be expected to result in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, such a Material Adverse Effect; or suffered any material casualty loss to the Assets (whether or not insured); (b) made Incurred any material change in obligations specifically related to the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any LiabilitiesAssets, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practicesbusiness, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (ec) written Permitted or allowed any of the Assets to be mortgaged, pledged, or subjected to any lien or encumbrance, except liens or encumbrances specifically excepted by the provisions of Section 6.14; (d) Written down the value of any Inventoryinventory, contract or other intangible asset, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted ordinary course of business, consistent with past practice and at a plan of liquidation or dissolution; (g) rate no greater than during the latest complete fiscal year; cancelled any other debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement , or compromise of any pending sold or threatened Proceeding; (j) sold, transferred or conveyed any of its material properties or assets (whether assets, real, personal personal, or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practicespractice; (ke) made Sold, licensed or transferred or agreed to sell, license or transfer, any of the Assets, except in the ordinary course of business and consistent with past practice; (f) To PHC's and its Subsidiaries' knowledge, received notice of any pending or threatened adverse claim or an alleged infringement of proprietary material, whether such claim or infringement is based on trademark, copyright, patent, license, trade secret, contract or other restrictions on the use or disclosure of proprietary materials; (g) Incurred obligations to refund money to customers, except in the ordinary course of business, all of which will have no Material Adverse Effect; (h) Become aware of any event, condition or other circumstance relating solely to the Assets (as opposed to any such event, condition, etc. which is, for example, national or industry-wide in nature) which might reasonably be expected to have a Material Adverse Effect on the Assets; (i) Made any capital expenditures or commitments in excess commitments, any one of which is more than $100,000 in the aggregate 500,000, for replacements or additions to property, plant, equipment or intangible capital assetsequipment, unless approved in writing by MIOA or deemed approved by MIOA pursuant to EXHIBIT 4.2(B)(IV) hereof; (lj) except as indicated in the Audited Financial Statements, made Made any material change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax electionspractice; (mk) paidPaid, loaned loaned, guaranteed, or advanced any material amount to or in respect ofto, or sold, transferred transferred, or leased any material properties or assets (real, personal personal, or mixed, tangible or intangible) to, or entered into any agreement, arrangement arrangement, or transaction with, with any Shareholder of PHC's or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective Subsidiaries' officers or directors, or any business or entity Person in which any officer or director of PHC or any of its Subsidiaries, or any affiliate or associate of any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (zl) agreed, whether in writing or otherwise, Agreed to take any action described in this Section 2.106.12.

Absence of Certain Changes. Except as Between June 30, 2018 and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality date of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller hasthis Agreement: (a) suffered any adverse change no event has occurred that has had or would reasonably be expected to have, individually or in its working capitalthe aggregate, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured)a Material Adverse Effect; (b) made any the Company and its Subsidiaries have conducted their respective businesses in all material change respects only in the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in accordance with the ordinary course of business and consistent with past practicessuch businesses, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (ec) written down the value Company has not amended its certificate of any Inventory, incorporation or written off as uncollectible any notes bylaws or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregateequivalent organizational documents; (fd) authorized the Company has not incurred any Indebtedness for borrowed money or adopted a plan of liquidation or dissolution; (g) cancelled guaranteed any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible)such Indebtedness, except in the ordinary course of business and consistent with past practicesor under the Credit Agreement (on terms materially the same as those in effect on the date of this Agreement); (ke) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to propertyCompany has not changed, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of material respect, its accounting methods, principles or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by changes in GAAP or applicable LawLegal Requirements; (tf) the Company has not transferred, leased, licensed, sold, mortgaged, pledged, allowed to lapse or expire (except for the expiration of a stated term or a termination at the expiration of a stated term), disposed of, abandoned, failed to perform maintain or encumbered (other than Permitted Liens) any of its obligations under any Material Contract; (u) entered intomaterial assets, terminated rights or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract)properties, other than than: (i) sales of title to physical assets in the ordinary course of business consistent with past practicespractice if the proceeds of any such sale did not exceed $10 million, (ii) sales of dark fiber indefeasible rights of use in the ordinary course of business consistent with past practice if the upfront payment in respect of any such sale did not exceed $10 million, (iii) as security for any borrowings that are not prohibited by Section 4.1(k), (iv) the transfer or sublease of real property involving an asset value not exceeding $1 million, (v) dispositions and management of obsolete assets, rights or properties no longer used in the operation of the businesses of the Company and its Subsidiaries or (vi) other than sales covered by (ii) above, the transfer, lease, license or sale, in the ordinary course of business consistent with past practice, of connectivity, colocation/data center, cloud and security services, including but not limited to internet and IP services, transport services, mobile infrastructure services, Ethernet services, private dedicated network services, disaster recovery and cyber security services; (vg) failed the Company has not declared, set aside or paid any dividend or made any other distribution with respect to maintain the books and records of the Business in accordance with past practicesits capital stock; (wh) failed to comply in all respects with all Laws applicable the Company has not made any material changes to the conduct of the Business compensation or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit benefits of any current or former employeenamed executive officer or director; or (zi) agreed, whether in writing the Company has not entered into any agreement or otherwise, commitment to take any action described of the actions referred to in clauses “(c) through (h)” of this Section 2.10sentence.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 disclosed in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.10Company SEC Documents, since December 31, 20132002, no the Company Seller and each Subsidiary of the Company have conducted its business only in the ordinary course of such business and, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has: : (ai) suffered a Material Adverse Effect, or become aware of any adverse change circumstances which might reasonably be expected to result in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, such a Material Adverse Effect; or suffered any material casualty loss to its assets (regardless of whether or not such assets are insured); (b) made any material change in the Business or operations , except for losses that, individually or in the manner of conducting the Business; aggregate, would not have a Material Adverse Effect; (cii) incurred any Indebtedness or incurred any Liabilitiesmaterial obligations, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices; (iii) permitted or allowed any assets to be mortgaged, pledged, or experienced subjected to any change in any assumptions underlying lien or methods of calculating any bad debtencumbrance, contingency except for liens for taxes not yet due and payable and liens and encumbrances that, individually or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paidaggregate, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; would not have a Material Adverse Effect; (eiv) written down the value of any Inventoryinventory, contract or other intangible asset, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted ordinary course of business, consistent with past practice and at a plan of liquidation or dissolution; (g) rate no greater than during the latest completed fiscal year; cancelled any other debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement , or compromise of any pending sold or threatened Proceeding; (j) sold, transferred or conveyed any of its material properties or assets (whether assets, real, personal personal, or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; practice and except for those that, individually or in the aggregate, would not have a Material Adverse Effect; (kv) sold, licensed or transferred or agreed to sell, license or transfer, any of its assets, except in the ordinary course of business and consistent with past practice; (vi) to the Company's Knowledge, received notice of any pending or threatened adverse claim or an alleged infringement of proprietary material, whether such claim or infringement is based on trademark, copyright, patent, license, trade secret, contract, or other restrictions on the use or disclosure of proprietary materials; (vii) incurred obligations to refund money to customers, except in the ordinary course of business, all of which will have no Material Adverse Effect; (viii) become aware of any event, condition, or other circumstance relating solely to its assets (as opposed to any such event, condition, or circumstance which is, for example, national or industry-wide in nature) which might reasonably be expected to have a Material Adverse Effect; (ix) made any capital expenditures or commitments in excess commitments, any one of which is more than $100,000 in the aggregate 500,000, for replacements or additions to property, plant, or equipment or intangible capital assets; without prior approval of the Board of Directors of the Company; (lx) except as indicated in the Audited Financial Statements, made any material change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; practice; (mxi) paid, loaned loaned, guaranteed, or advanced any material amount to or in respect ofto, or sold, transferred transferred, or leased any material properties or assets (real, personal personal, or mixed, tangible or intangible) to, or entered into any agreement, arrangement arrangement, or transaction with, any Shareholder or any other equity holder of with any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective its officers or directors, or any business or entity in which any officer or director of the Company, or any affiliate or associate of any of such Persons has any direct or or' indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; ; or (nxii) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, agreed to take any action described in this Section 2.103.01(h).

Absence of Certain Changes. Except Since the date of the August Balance Sheet and except as and to the extent set forth on Schedule 2.104.9, each Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as practice and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller hasSeller: (a) suffered has not created, incurred or assumed (i) any adverse change borrowings under capital leases or (ii) any obligation which in its working capitalany material way affects the Business, financial condition, assets, liabilities, business or prospects, experienced any labor difficultythe Purchased Assets, or suffered any casualty loss (whether or not insured)Buyer’s ability to conduct the Business in substantially the same manner and condition as conducted by Seller on the date of this Agreement; (b) made has not changed in any material change in manner the Business compensation of, or operations agreed to provide additional benefits to, or in the manner of conducting the Businessenter into any employment agreement with, any Employee (as hereinafter defined); (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against has maintained insurance coverage in amounts adequate to cover the Financial Statements or that were incurred since the end reasonably anticipated risks of the last fiscal month prior to business conducted with the date hereof for which Purchased Assets excluding the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reservesDarwin Software; (d) paidhas not acquired or agreed to acquire by merging or consolidating with, discharged or satisfied by purchasing any Lien assets or Liabilityequity securities of, or by any other than Liens manner, any business or Liabilities any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are reflected material, individually or reserved against in the Financial Statements and which were paidaggregate, discharged or satisfied since to the date thereof in the ordinary course of business and consistent with past practices;Business. (e) written down the value of any Inventoryhas not sold, disposed of, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed encumbered any of its properties the Purchased Assets or assets (whether real, personal or mixed, tangible or intangible), licensed any Purchased Assets to any Person except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary normal course of business consistent with past practicespractice; (vf) failed to maintain has not engaged in any special promotion which promotes the books and records sale of the Business in accordance products or services with past practiceshighly discounted terms; (wg) failed has not entered into any agreements or commitments relating to comply the Business conducted with the Purchased Assets, except on commercially reasonable terms in the ordinary course of business; (h) has complied in all material respects with all Laws laws and regulations applicable to the conduct Business; (i) has not entered into any agreement with any third party for the distribution of any of the Business or the ownership and use of the Acquired Purchased Assets; (xj) amended its articles of incorporation has not changed or organization, bylaws announced any change to the products or operating agreement, services sold by the Business except with Buyer’s written consent or similar governing documentsat Buyer’s request; (yk) entered into has not expanded the use of the Purchased Assets within the organization of Seller; (l) has not violated, amended, or otherwise changed in any change in control, severance, termination material respect the terms of any of the Contracts; (m) has not commenced a lawsuit related to or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or involving the Purchased Assets other plan, trust fund, policy or arrangement than for the benefit routine collection of any current or former employeebills; or (zn) agreedhas not assigned, whether in writing sold or otherwiseotherwise conveyed to any third party, any of its accounts receivable prior to take the Closing Date; or (o) made any action described in this Section 2.10agreement to do any of the foregoing.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since From December 31, 2013 1999 to the date of this Agreement and except as otherwise contemplated by this Agreement, (a) no event or circumstance has occurred that, individually or in the aggregate, has had or would reasonably be expected to have, a Company Material Adverse Effect, and (b) the Company: (i) has conducted its business in the ordinary course consistent with past practices. Without limiting the generality and has not entered into any material contracts or amendments or commitments outside of the foregoingordinary course, and has not sold, assigned or transferred any tangible or intangible assets other than in the ordinary course of business; (ii) has not incurred any obligation or liability (absolute or contingent) except current liabilities incurred in the ordinary course of business and has not mortgaged, pledged or subjected to an Encumbrance, other than to a Permitted Encumbrance, any of its assets, tangible or intangible, except in the ordinary course of business and as would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (iii) has maintained all accounts, ledgers and other financial records in accordance with applicable law in all material respects; (iv) has not suffered any damage, destruction or loss by fire or other casualty, except as and would not, in the aggregate, reasonably be expected to the extent set forth on Schedule 2.10, since December 31, 2013, no have a Company Seller has:Material Adverse Effect; (av) suffered has not made any adverse change in its working capitaldeclaration or setting aside or payment of any dividend or any other distribution of profit or any direct or indirect redemption, financial conditionpurchase or other acquisition of any shares of the Company. (vi) has not issued or granted or agreed to issue or grant any new shares, assetsconvertible bonds or warrants (other than, liabilitiesfor the avoidance of doubt, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insuredas contemplated by this Agreement); (bvii) made any material change in the Business or operations has not, individually or in the manner aggregate, made or agreed to make any capital expenditure or investment other than in the ordinary course of conducting the Businessbusiness and that would not be reflected as a Current Liability at Closing or that is in excess of US$100,000 (or its equivalent), or any increase in net borrowings (other than borrowings which would constitute SBS Receivables) in excess of US$50,000 (or its equivalent); (cviii) incurred has not increased, or agreed to increase, the compensation (including pensions and other benefits) of its employees, officers or former employees or officers or the dependents of any Indebtedness former employees or incurred officers in any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided material respect other than granting usual and customary increase in the ordinary course of business and consistent with past practices, practice or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves;pursuant to applicable law; and (dix) paid, discharged has not cancelled any debt or satisfied waived or released any Lien material right or Liability, other than Liens claim or Liabilities which are reflected or reserved against in agreed to do any of the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereofforegoing, except for write-downs such cancellations, waivers and write-offs of less than $25,000 releases as have not had and would reasonably be expected not to have, in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action described in this Section 2.10.

Absence of Certain Changes. Except Since December 31, 2007 (except as and to provided below), the extent set forth on Schedule 2.10, each Company Seller has Entities have conducted the Business since December 31, 2013 only in the ordinary course consistent with past practices. Without limiting the generality Ordinary Course of the foregoingBusiness, and except as disclosed in Schedule 4.7 and to except for changes in connection with the extent set forth on Schedule 2.10transactions expressly contemplated under this Agreement, since December 31, 2013, no Company Seller hasthere has not been: (a) suffered any adverse Any change in its working capital, financial conditionthe properties, assets, liabilities, business business, condition (financial or prospectsotherwise), experienced any labor difficultyresults of operations of the Business which change by itself or in conjunction with all other such changes, or suffered any casualty loss (whether or not insured)arising in the Ordinary Course of Business, could reasonably be expected to have a Material Adverse Effect on the Business; (b) made Any cancellation of any material change in debt or claim owing to, or waiver of any material right of, the Business Seller Entities or operations any Affiliate arising from, relating to or in the manner of conducting resulting from the Business; (c) incurred Any mortgage, encumbrance or Lien (other than a Permitted Lien) placed on any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to Transferred Assets which will remain on the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reservesClosing Date; (d) paidAny material obligation or liability of any nature (as guarantor or otherwise with respect to the obligations of others), discharged whether accrued, absolute, contingent or satisfied any Lien otherwise, asserted or Liabilityunasserted, known or unknown, incurred by the Seller Entities arising out of, relating to or resulting from the Business other than Liens or Liabilities obligations and liabilities which are reflected not Assumed Liabilities or reserved against were incurred in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course Ordinary Course of business and consistent with past practicesBusiness; (e) written down Any purchase, sale or other disposition, or any agreement or other arrangement for the value purchase, sale or other disposition of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less the Transferred Assets other than $25,000 in the aggregateOrdinary Course of Business; (f) authorized Any damage, destruction or adopted loss, whether or not covered by insurance, which could reasonably be expected to have a plan of liquidation Material Adverse Effect on the Transferred Assets or dissolutionthe Business; (g) cancelled Any labor trouble or dispute or claim of unfair labor practices involving any debts Seller Entity with respect to the Business or claims, except as contemplated by this Agreementthe related manufacturing operation at the Existing Facility; any material change, or waived the obtaining of information concerning a prospective change, with respect to the management of Business; any rights change in the compensation (in the form of substantial valuesalaries, wages, incentive arrangements or otherwise) payable or to become payable by any Seller Entity to any of its officers, employees, agents or independent contractors rendering services principally relating to the Business, or any bonus payment or arrangement made to or with any of such officers, employees, agents or independent contractors other than in the Ordinary Course of Business; any entering into or amending of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any officer, director or employee of any Seller Entity rendering services principally relating to the Business other than in the Ordinary Course of Business; (h) entered into Except for employee turnover in the Ordinary Course of Business, any new line material change in the personnel or in the responsibilities or reporting relationships of businessthe employees (i) of the Business or (ii) with respect to the development and manufacture of lateral flow immunoassay products and related products at the Existing Facility; (i) entered into a settlement Any change in the manner of keeping books, accounts or compromise of any pending records, accounting methods or threatened Proceedingpractices, standard costs, credit practices or collection or pricing policies used by the Business; (j) soldAny change in any Seller Entity’s business relationship with any material supplier, transferred customer or conveyed other entity having business relations with such Seller Entity arising out of, relating to or resulting from the Business including any of its properties material increase or assets (whether real, personal or mixed, tangible or intangible), except notice thereof in the ordinary course cost of business and consistent with past practicesraw materials other than such changes which have arisen in the Ordinary Course of Business; (k) made Any (i) promotional sales, discount activity, deferred or accelerated revenue activity, including any capital expenditures rebate, discount or commitments in excess other promotional programs, (ii) deferred or accelerated expense activity, (iii) material reduction or elimination of $100,000 expenses of or investments in the aggregate for replacements Business, or additions to property(iv) change in credit extension or other credit practices, plantincluding changes in credit limits and underwriting standards, equipment in each case, which would have the effect of increasing the Revenue or intangible capital assetsPre-Tax Profit set forth in the Purchase Price Financial Statements, in each case in a manner outside the Ordinary Course of Business or materially inconsistent with past practice; (l) except as indicated Any other transaction entered into by any Seller Entity that is individually or taken together with all such other transactions material to the Business other than transactions in the Audited Financial Statements, made any change in any method Ordinary Course of accounting or accounting practice or any method of income Tax accounting or income Tax elections;Business; or (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment Any material agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, understanding whether in writing or otherwise, that would result in any of the transactions or events or require any Seller Entity to take any action described of the actions specified in this Section 2.10paragraphs (a) through (l) above.

Absence of Certain Changes. Except as and to Since the extent set forth on Schedule 2.10Interim Balance Sheet Date, each the -------------------------- Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality of the foregoingpractice and, except as and to the extent set forth on Schedule 2.105.9 hereto, since December 31, 2013, no the Company Seller has:has not: ------------ (ai) suffered any adverse change in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficultyevents or circumstances that have had or would reasonably be expected to have a Material Adverse Effect, other than those, if any, resulting from changes in general conditions applicable to the industries in which the Business is involved or suffered any casualty loss (whether or not insured)of economic and financial events of general applicability; (bii) made entered into any material change in the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilitiescontract, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided those entered into in the ordinary course of business the Business and consistent with past practicespractice, or experienced any change none of which involves annual aggregate payments in any assumptions underlying or methods excess of calculating any bad debt, contingency or other reserves$150,000; (diii) paid, discharged permitted or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed allowed any of its properties property or assets (whether real, personal or mixed, tangible or intangible)) to be subjected to any Lien, except other than a Permitted Lien; (iv) cancelled or reduced any material debt or claim held by it; (v) granted any material increase in the compensation, direct or indirect, paid or payable to any of its officers, directors, employees or agents other than in the ordinary course of business and consistent with past practicesor pursuant to agreements in effect as of the Interim Balance Sheet Date; (kvi) made any capital expenditures or commitments in excess of an aggregate of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets;50,000 (lvii) except as indicated in the Audited Financial Statements, made any significant change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax electionspractice; (mviii) paid, loaned or advanced any amount to or in respect ofto, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, agreement or arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Sellerits officers, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, debtholders, stockholders or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employeeemployees; or (zix) agreed, whether in writing or otherwise, to take any action described in this Section 2.10.5.9 hereof unless such action is specifically excepted from this Section 5.9 hereof or set forth on Schedule 5.9 hereto. ------------

Absence of Certain Changes. Except as and to Since the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller hasEffective Time: (a) suffered any adverse change in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered there has not been any casualty loss (whether or not insured)condemnation with respect to the Assets; (b) made any material change Seller has operated the Assets and the business of the Acquired Companies with respect to the Assets, in the Business or operations or ordinary course in accordance with recent past practice and with the manner of conducting the BusinessJV Agreements, including any valid and outstanding budgets issued thereunder; (c) incurred any Indebtedness or incurred any LiabilitiesSeller has not transferred, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether realmortgaged, personal or mixedpledged, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapsehypothecated, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; for (ti) failed to perform any sales and dispositions of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than Hydrocarbons in the ordinary course of business business, (ii) sales and dispositions of equipment and materials that are surplus, obsolete or replaced, and (iii) other sales and dispositions of personal property individually not exceeding One Hundred Thousand Dollars ($100,000); (d) Seller has maintained, and if the operator thereof, operated the Assets in accordance with the JV Agreements, consistent with past practicespractice; (ve) failed except those listed on Schedule 4.17(d), Seller has not committed to maintain any single operation, or series of related operations, reasonably anticipated by Seller to require future capital expenditures by the books and records owner of the Business Assets in accordance with past practicesexcess of One Hundred Thousand dollars ($100,000) (net to Seller’s interest) or make any capital expenditures related to the Assets in excess of One Hundred Thousand Dollars ($100,000) (net to Seller’s interest); (wf) failed to comply Seller has maintained insurance coverage on the Assets, in all respects with all Laws applicable to the conduct amounts and of the Business or the ownership and use of the Acquired Assetstypes currently in force; (xg) amended its articles Seller has given prompt written notice to Purchaser of incorporation any material damage to or organization, bylaws or operating agreement, or similar governing documents;destruction of the any of the Assets; and (yh) entered into any change in controlExcept with respect to four Qualified JV Employees, severancethe information for which has been provided by Seller to Purchaser, termination Seller has not increased the compensation or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit benefits of any current or former employee; or (z) agreed, whether in writing or otherwise, Qualified JV Employees that Purchaser has the right to take any action described in this Section 2.10offer employment.

Absence of Certain Changes. Except as (a) Since December 31, 2023, there has occurred no event or development which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect. (b) Since December 31, 2023, (i) the Stockholders have operated the Acquired Companies in the Ordinary Course of Business and in compliance with all applicable Laws and to the extent consistent therewith, used its reasonable best efforts to preserve intact its current business organization, kept its physical assets in good working condition, excepting for normal wear and tear, kept available the services of its current officers and employees and preserved its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business have not been impaired in any material respect, and (ii) except for the matters set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality Section 3.6(b) of the foregoingDisclosure Schedule, except as and to none of the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller hasAcquired Companies has taken any of the following actions: (ai) suffered issued, redeemed, sold, pledged, disposed of, granted, transferred or encumbered any adverse change in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficultyshares of capital stock of, or suffered other Equity Securities in, any casualty loss (whether Acquired Company of any class, or not insured)securities convertible into, or exchangeable or exercisable for, any shares of such capital stock or other Equity Securities, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or other Equity Securities or such convertible or exchangeable securities of any Acquired Company; (bii) split, combined or reclassified any of its Equity Securities, or declared, set aside or paid any dividend or other distribution (whether in cash, stock or property, or any combination thereof, and other than periodic distributions to pay Taxes) in respect of its Equity Securities; (iii) other than trade payables incurred in the Ordinary Course of Business, created, incurred or assumed any indebtedness (including obligations in respect of capital leases), assumed, guaranteed, endorsed or otherwise became liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, or made any material change loans, advances or capital contributions to, or investments in, any other Person; (iv) entered into, adopted or amended any Company Plan or any employment or severance agreement or arrangement, or increased in any manner, outside of the Ordinary Course of Business, the compensation or benefits of any directors, officers or employees paid at an annual base compensation of $100,000 or greater, other than any increase to such service provider’s base compensation that, when combined with all other increases to such service provider’s base compensation in the prior twelve (12) month period, did not exceed five percent (5%) of such service provider’s base compensation on the date of such increase or increases and was in the Ordinary Course of Business or operations paid, outside of the Ordinary Course of Business, any bonus or severance to its directors, officers or employees, or accelerated the vesting of, or payment of, any compensation under any Company Plan or hired or terminated (except for cause) any officers or any employees; (v) acquired, sold, leased, licensed or disposed of any assets or property (including any shares or other Equity Securities of any Subsidiary or any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of inventory and supplies in the manner Ordinary Course of conducting the Business; (cvi) incurred mortgaged or pledged any Indebtedness of its property or incurred assets or subjected any Liabilities, except Liabilities that are reflected such property or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior assets to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reservesLien; (dvii) paid, discharged or satisfied any Lien or Liability, paid any obligation or liability other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paidOrdinary Course of Business; (viii) amended its Governing Documents; (ix) changed its accounting methods, discharged principles or satisfied since the date thereof practices, except insofar as may be required by a generally applicable change in the ordinary course GAAP; (x) (i) made, changed or revoked any material Tax election, (ii) settled or compromised any material claim, notice, audit report or assessment for Taxes, (iii) changed (or requested to any Governmental Entity to change) any material aspect of business and any method of accounting for Tax purposes, (iv) filed any Tax Return (other than an amended Tax Return) unless such Tax Return shall have been prepared in a manner consistent with past practicespractice of the Acquired Companies; (v) filed any amended Tax Return, (vi) failed to file any Tax Return when due (or, alternatively, failed to file for available extensions) or failed to cause such Tax Returns when filed to be complete and accurate in all respects, (vii) failed to pay any amount of Taxes when due, (viii) entered into any closing agreement relating to Taxes, (ix) surrendered, compromised or forfeited any claim for a refund of Taxes, (x) filed any ruling request or made a voluntary Tax disclosure, amnesty filing or similar disclosure, or (xi) consented to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (exi) written down entered into, amended, terminated, taken or omitted to take any action that would constitute a violation of or default under, or waived any rights under, any Contract or agreement of a nature required to be listed in Section 3.10, Section 3.11 or Section 3.14 of the value Disclosure Schedule; (xii) formed any Subsidiary; (xiii) purchased, sold, assigned, transferred, licensed, leased, abandoned or otherwise disposed of any Inventory, Company Owned Intellectual Property other than in the Ordinary Course of Business; (xiv) made or written off as uncollectible committed to make any notes capital expenditure in excess of $50,000 per item or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 250,000 in the aggregate; (fxv) authorized instituted or settled any Legal Proceeding; (xvi) adopted a plan of liquidation complete or partial liquidation, dissolution; (g) cancelled any debts , merger, restructuring or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employeerecapitalization; or (zxvii) agreedagreed to take, whether in writing authorize or otherwise, to take approve any action described in this Section 2.10of the foregoing actions.

Absence of Certain Changes. Except as and to Since the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality date of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller has: (a) suffered any adverse change in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured); (b) made any material change in the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end unaudited consolidated balance sheet of the last fiscal month prior to Company and its Subsidiaries as of September 30, 2016 (the date hereof for which unaudited consolidated balance sheet as of September 30, 2016, the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; “Interim Balance Sheet”): (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any each of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any and its Key Subsidiaries has carried on and operated its business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than material respects in the ordinary course of business consistent with past practicespractice; (ii) there has not been a Material Adverse Effect; (iii) the Company has maintained its business as a going concern; and (iv) no dividend or distribution has been declared or paid by the Company. As of the date of this Agreement, the Company has no current plans to liquidate or wind-up any of its Key Subsidiaries. Since the date of the Interim Balance Sheet, the Company and its Key Subsidiaries have not done any of the following: (a) amended or modified the Governing Documents; (vb) failed to maintain amended, modified, cancelled or terminated the books and records of Debt Documents (as defined in the Business in accordance with past practicesStockholders Agreement); (wc) failed declared, set aside or paid any dividend or made any distribution, or agreed to comply declare, set aside or pay any dividend or make any distribution (whether in all respects cash or in kind) with all Laws applicable respect to the conduct its ownership interests, or redeemed, purchased, or otherwise acquired any of the Business or the its ownership and use of the Acquired Assetsinterests; (xd) amended made any change in its articles accounting principles or practices or its method of incorporation application of such principles or organizationpractices, bylaws or operating agreement, or similar governing documentsexcept as may be concurred to by its independent public accountants; (ye) taken any action that would cause any information, statements or disclosures contained in the Information Package to be untrue, inaccurate or misleading, in any material respect; (f) taken any action that would reasonably be expected to result in a Material Adverse Effect; (g) except as would not affect the information presented in the Financial Statements in any material respect, made or changed any Tax election, filed any Return, entered into any change in control, severance, termination or employment agreement or any similar closing agreement with respect to Taxes, settled any Company Employee Tax claim, assessment or established deficiency, or consented or agreed to any collective bargainingextension or waiver of the limitation period with respect to a Tax claim, bonusassessment or deficiency, profit sharingsurrendered any right to claim a refund of Taxes, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or changed an annual Tax accounting period or other plan, trust fund, policy or arrangement for the benefit method of any current or former employeeTax accounting; or (zh) agreed, committed to any agreement or understanding whether in writing or otherwise, for the Company to take any action described of the actions specified in this Section 2.102.8.

Absence of Certain Changes. Except as and contemplated hereby or as described in any Company SEC Filing, subsequent to the extent set forth on Schedule 2.10June 30, each Company Seller 1996, there has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller has: not been any (ai) suffered any material adverse or prospective material adverse change in its working capitalthe condition of the Company, financial condition, assets, liabilities, business or prospects, experienced any labor difficultyotherwise, or suffered any casualty loss in the results of the operations of the Company; (ii) material damage or destruction (whether or not insured); ) affecting the properties or business operations of the Company; (biii) made labor dispute or threatened labor dispute involving the employees of the Company or notice that any material change groups of employees or executive employees of the Company intend to take leaves of absence, with or without pay; (iv) actual or, to the best knowledge of the Company, threatened disputes pertaining to the Business with any major accounts or referral sources of the Company, or actual or, to the best knowledge of the Company, threatened loss of all or substantially all the business from any of the major accounts or referral sources of the Company; (v) changes in the methods or procedures for billing or collection of customer accounts or recording of customer accounts receivable or reserves for doubtful accounts with respect to the Company; or (vi) other event or condition of any character, known to the Company or which in the exercise of reasonable diligence should be known to the Company, not disclosed in this Agreement pertaining to and materially adversely affecting the Company, the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end assets of the last fiscal month prior to Company. Notwithstanding the date hereof for which the Financial Statements have been provided representation in subparagraph (iv) above, in the ordinary course of business the Company's business, there are customer complaints, adjustments, returns, refunds, replacements, maintenance and consistent with past practicesnotifications thereof regarding customers, patients, accounts and referral sources, which do not, individually or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of have a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for ; the conduct existence of such claims does not constitute a breach of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action described representations contained in this Section 2.10III(H). No representation or warranty is made in this Agreement as to the effect or change on the Company, its Business or assets of general economic trends, or conditions or trends in the prosthetic and orthotic industry, or the health care industry in general, or as to the impact on the Company or such industries of federal and state legislative, budgetary and regulatory changes proposed or enacted which affect the methods of delivery of health care services, health care insurance, pricing and reimbursement of health care services, or as to the overall restructuring of the health care system and the Medicare and Medicaid programs.

Absence of Certain Changes. Except as and to the extent set forth on in Schedule 2.10----------------------------- 4.1(h), each Company Seller or otherwise disclosed in writing to Organik, since September 30, 2001, (i) TGCI has conducted the Business since December 31, 2013 not entered into any material transaction; (ii) there has been no change in the ordinary course consistent with past practices. Without limiting condition (financial or otherwise), business, property, prospects, assets or liabilities of TGCI as shown on the generality TGCI Financial Statement, other than changes that both individually and in the aggregate do not have a consequence that is materially adverse to such condition, business, property, prospects, assets or liabilities; (iii) there has been no damage to, destruction of or loss of any of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller has: (a) suffered any adverse change in its working capital, financial condition, assets, liabilities, business properties or prospects, experienced any labor difficulty, or suffered any casualty loss assets of TGCI (whether or not insuredcovered by insurance) materially and adversely affecting the condition (financial or otherwise), business, property, prospects, assets or liabilities of TGCI; (iv) TGCI has not declared, or paid any dividend or made any distribution on its capital stock, redeemed, purchased or otherwise acquired any of its capital stock, granted any options to purchase shares of its stock, or issued any shares of its capital stock except in conjunction with the private placement described in Schedule 4.1(h); (bv) made any there has been no material change in the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible)change, except in the ordinary course of business and consistent with past practicesbusiness, in the contingent obligations of TGCI by way of guaranty, endorsement, indemnity, warranty or otherwise; (kvi) there have been no loans made any capital expenditures by TGCI to its employees, officers or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assetsdirectors; (lvii) except as indicated in the Audited Financial Statements, made any change in any method there has been no waiver or compromise by TGCI of accounting a valuable right or accounting practice or any method of income Tax accounting or income Tax electionsa material debt owed to it; (mviii) paid, loaned or advanced any amount to or there has been no extraordinary increase in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder the compensation of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstandingTGCI's employees; (nix) sold, transferred, licensed, abandoned, let lapse, encumbered there has been no agreement or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed commitment by TGCI to preserve and maintain all Consents required for the conduct of the Business as currently conducted do or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if the acts described in effect as of the date hereof would be a Material Contractthis Section 4.1(h), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets;; and (x) amended its articles there has been no other event or condition of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any character which might reasonably be expected either to result in a material and adverse change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or condition (z) agreed, whether in writing financial or otherwise), business, property, prospects, assets or liabilities of TGCI or to take any action described in this Section 2.10impair materially the ability of TGCI to conduct the business now being conducted.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 for losses incurred in the ordinary course of business, consistent with past practices. Without limiting the generality of the foregoingprior practice, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller has: that have been publicly disclosed at least five (a5) suffered any adverse change in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured); (b) made any material change in the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month days prior to the date hereof for which or as set forth on Schedule 3(h) hereof, since the Financial Statements have date of the Company’s most recent 10-Q or 10-K, there has been provided no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, or results of operations of the Company or any of its Subsidiaries. For purposes of this Section 3(h), the terms "Material Adverse Change" and "Material Adverse Development" shall exclude continuing losses that are consistent with the Company's historical losses. Except as disclosed in Schedule 3(h) or in the Company’s periodic reports on Form 10-Q, since the date of the Company’s most recent audited financial statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends on its Common Stock; (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business, consistent with prior practice; (iii) except as set forth in Schedule 3(h), had capital expenditures, individually or in the aggregate, in excess of $100,000; (iv) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (v) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business and business, consistent with past practicesprior practice, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against comparable in nature and amount to the Financial Statements and which were paid, discharged or satisfied since the date thereof current liabilities incurred in the ordinary course of business and business, consistent with past practicesprior practice, during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (evi) written down the value of discharged or satisfied any Inventorylien or encumbrance or paid any obligation or liability (absolute or contingent), or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less other than $25,000 current liabilities paid in the aggregateordinary course of business, consistent with prior practice; (fvii) authorized declared or adopted a plan made any payment or distribution of liquidation cash or dissolutionother property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (gviii) cancelled sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except as contemplated by this Agreementin the ordinary course of business, consistent with prior practice; (ix) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business, consistent with prior practice, or to the Purchasers or their representatives; (x) suffered any material losses or waived any rights of substantial material value; (h) entered into , whether or not in the ordinary course of business, or suffered the loss of any new line material amount of prospective business; (ixi) entered into a settlement or compromise of made any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), changes in employee compensation except in the ordinary course of business and consistent with past practices; (kxii) made any capital expenditures or commitments therefor that aggregate in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets50,000; (lxiii) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or other transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practicesbusiness, or entered into any other material transaction, whether or not in the ordinary course of business; (vxiv) failed to maintain the books and records made charitable contributions or pledges in excess of the Business in accordance with past practices$10,000; (wxv) failed to comply in all respects with all Laws applicable to the conduct of the Business suffered any material damage, destruction or the ownership and use of the Acquired Assetscasualty loss, whether or not covered by insurance; (xxvi) amended its articles experienced any material problems with labor or management in connection with the terms and conditions of incorporation or organization, bylaws or operating agreement, or similar governing documentstheir employment; (yxvii) entered into effected any change two or more events of the foregoing kind which in control, severance, termination the aggregate would be material to the Company or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employeeits subsidiaries; or (zxviii) agreedentered into an agreement, whether in writing written or otherwise, to take any action described of the foregoing actions. Except as set forth in this Section 2.10Schedule 3(h), neither the Company nor any of its Subsidiaries has 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.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since Since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality 1991, there has not occurred or arisen any of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller hasfollowing: (a) suffered any adverse change in its working capitalthe nature of the business, prospects, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured); (b) made any material change in the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilitiesbusiness of PMSI, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided other than changes in the ordinary course of business and consistent with past practicesbusiness, none of which has had, or experienced may reasonably be expected to have, a material adverse effect on PMSI's business as presently conducted; or (b) any change damage or casualty loss (including, without limitation, any occurrence affecting the soil or groundwater condition of any real property presently or formerly owned, operated or leased by PMSI), whether covered by insurance or not, having a material adverse effect on PMSI's business as presently conducted; or (c) any declaration, setting aside or payment of a dividend (whether in any assumptions underlying cash, stock or methods property) in respect of, or repurchase or redemption of, the capital stock of calculating any bad debt, contingency or other reserves;PMSI; or (d) paidany actual or, discharged to the knowledge of PMSI, threatened strike (whether asserted or satisfied any Lien unasserted) or Liability, other than Liens labor trouble or Liabilities which are reflected dispute involving employees of PMSI that has had or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of is having a material adverse affect on PMSI's business and consistent with past practices;as presently conducted; or (e) written down the value any borrowing or lending of money or guarantee of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated obligation by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible)PMSI, except in the ordinary course of business and consistent with past practices;not involving any employee or director of PMSI; or (kf) made any capital expenditures or commitments in excess disposition of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any material properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder used in the business of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interestPMSI, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees sales from inventory made in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employeebusiness; or (zg) agreedany violation of or conflict with any applicable laws, whether statutes, orders, rules or regulations promulgated or judgment entered by any court, Government Entity or other competent authority which, individually or in writing the aggregate, has had or otherwisecould reasonably be expected to have a material adverse effect on PMSI's business as presently conducted; or (h) any notice of any violation, inquiry or investigation by any Governmental Entity that has had or could reasonably be expected to take have a material adverse effect on PMSI's business as presently conducted; or (i) any action disposal or lapse of any patent, trademark, trade name or service mark xxxistration, copyright, copyright registration or any application therefor; or (j) any increase in the compensation of any of PMSI's employees, officers or directors; or (k) any agreement or arrangement by PMSI to do any of the things described in this Section 2.10.

Absence of Certain Changes. Except as and to disclosed in Schedule 3.9, as of the extent set forth on Schedule 2.10Agreement Date, each Company Seller has the Acquired Companies have conducted their business since the Business since December 31, 2013 most recent Balance Sheet Date only in the ordinary course consistent with past practicesOrdinary Course of Business. Without limiting the generality of the foregoing, as of the Agreement Date, since the Most Recent Balance Sheet Date, except as disclosed in Schedule 3.9, there has not been any event, occurrence or development that has had a Material Adverse Effect, and to none of the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller Acquired Companies has: (a) suffered any adverse change in its working capitaldamage, financial condition, assets, liabilities, business or prospects, experienced any labor difficultydestruction, or suffered any casualty loss (loss, whether or not insured); (b) made covered by insurance, to any material change in the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to Company or the date hereof for which the Financial Statements have been provided Subsidiaries’ properties or assets (whether owned or leased) in the ordinary course excess of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 250,000 in the aggregate; (b) adopted or proposed any amendment to any Organizational Document of any Acquired Company; (c) acquired, sold, transferred, licensed or assigned, surrendered, waived, abandoned, released or otherwise disposed of any material right, power, claim debt, asset or property (tangible or intangible) of the Company, except in the Ordinary Course of Business; (d) made any capital expenditure or committed to make any capital expenditure which exceeded $250,000; unless (i) undertaken in the Ordinary Course of Business or (ii) substantially consistent with planned capital expenditures contemplated by the 2014 budget; (e) mortgaged, pledged or subjected to Liens, other than Permitted Liens, any assets of the Acquired Companies, except pursuant to Material Contracts; (f) authorized assumed, incurred or adopted a plan guaranteed any Indebtedness, other than any borrowings under any existing credit facility, or modified the terms of liquidation or dissolutionany existing Indebtedness; (g) cancelled any debts amended or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered modified any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted Contract or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under terminated any Material Contract; (uh) entered intomade any material alteration in the manner of keeping the books, terminated accounts, or records of any Acquired Company or in the accounting practices reflected therein, nor has any Acquired Company amended any Material Contract Tax Returns; (i) made any material Tax election, changed its method of Tax accounting or settled any claim relating to Taxes; (j) created a new Benefit Plan, or any Contract that if increase or modification in, or termination of, any Benefit Plan, except as required to keep any such Benefit Plan in effect as compliance with applicable Laws (including the Code or ERISA); (k) increased or changed the compensation or benefits payable or to become payable by any Acquired Company to any of its directors, officers, or employees, except in the Ordinary Course of Business; (l) declared, set aside, or paid any dividend or other distribution with respect to the capital stock or equity of the date hereof would be a Material ContractAcquired Companies (other than from one Subsidiary to another Subsidiary or the Company or pursuant to any redemption, repurchase or other acquisition or agreement to redeem, repurchase or acquire any such capital stock or equity); (m) any redemption, split, combination or reclassification of any capital stock of any Acquired Company; (n) paid any payments or discounts granted to customers of any Acquired Company other than in the ordinary course Ordinary Course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employeeBusiness; or (zo) agreed, whether in writing or otherwise, to take do any action described in this Section 2.10of the foregoing.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 disclosed in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.10Disclosure Schedules or provided for or contemplated by this Agreement, since December 31, 2013, no Company Seller has2017: (a) suffered there has not been any adverse change transaction by MFG involving any amount in its working capitalexcess of $20,000, financial condition, assets, liabilities, business or prospects, experienced any labor difficultyother than in the Ordinary Course, or suffered any casualty loss other than as described in this Agreement (whether or not insuredincluding, without limitation the insurance proceeds described in Section 1.2 above); (b) made there has not been any material change in the Business acquisition or operations disposition by MFG of any property or asset, whether real or personal, having a fair market value, singularly or in the manner of conducting aggregate, in an amount greater than $20,000, other than acquisitions or dispositions made in the BusinessOrdinary Course; (c) incurred there has not been any Indebtedness Lien on any of the properties or incurred any Liabilitiesassets of the MFG, except Liabilities that are reflected or reserved against to secure extensions of credit in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reservesOrdinary Course; (d) paidthere has not been any increase in, discharged or satisfied commitment to increase, the compensation payable or to become payable to any Lien of the officers, directors, employees, or Liabilityagents of MFG, or any bonus payment, other than Liens or Liabilities which are reflected or reserved against routine increases made in the Financial Statements and which were paidOrdinary Course, discharged or satisfied since the date thereof in the ordinary course any stock option award, restricted stock award, or similar arrangement made to or with any of business and consistent with past practicessuch officers, directors, employees, or agents; (e) written down the value of any InventoryMFG has not incurred, assumed, or written off as uncollectible taken any notes or accounts receivable or property subject to any portion thereofliability in excess of $20,000, except for write-downs and write-offs of less than $25,000 liabilities incurred or assumed or property taken subsequent to December 31, 2017 in the aggregateOrdinary Course; (f) authorized there has not been any material alteration in the manner of keeping the books and records of MFG or adopted a plan of liquidation in the accounting policies or dissolutionpractices therein reflected; (g) cancelled there has not been any debts elimination or claims, except as contemplated by this Agreement, or waived any rights addition of substantial valueemployee benefits; (h) entered into there has not been any new line deferred routine maintenance of businessany real property owned or leased by MFG; (i) entered into there has not been any elimination of a settlement or compromise of any pending or threatened Proceedingreserve by MFG where the liability related to such reserve has remained; (j) sold, transferred or conveyed there has not been any of its properties or failure by MFG to depreciate capital assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent accordance with past practices;practice or to eliminate capital assets that are no longer used in its business; and (k) made there has not been any capital expenditures extraordinary reduction or commitments in excess deferral by MFG of $100,000 in the aggregate for replacements ordinary or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action described in this Section 2.10necessary expenses.

Absence of Certain Changes. 10.5.1. Except as and to the extent set forth on otherwise described in Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.1010.5.1, since December 31, 20131996, no Company Seller has: there has not been (ai) suffered any material adverse change in its working capitalthe assets, liabilities, business, financial condition, assetsresults of operations or prospects of Xxxx Xxxxxx, liabilities(ii) any damage, business destruction, loss or prospectscasualty to property or assets of Xxxx Xxxxxx, experienced any labor difficulty, or suffered any casualty loss (whether or not insured);covered by insurance, which property or assets are material to the operations or business of Xxxx Xxxxxx, (iii) any amount declared, set aside or paid in a dividend or any other distribution in cash, stock or property in respect to any shares of Xxxx Xxxxxx' capital stock or any partnership interest in Xxxx Xxxxxx, (iv) any redemption or other acquisition by Xxxx Xxxxxx of any of its capital stock or any split, combination or reclassification of shares of capital stock declared or made by Xxxx Xxxxxx, or (v) any agreement to do any of the foregoing. From September 30, 1997, through the date hereof, Xxxx Xxxxxx has made no dividends or distributions to or on behalf of the Owners. 10.5.2. Except as otherwise described in Schedule 10.5.2., since December 31, 1996, there have not been (bi) made any extraordinary losses suffered, (ii) any material change in the Business assets mortgaged, pledged or operations made subject to any lien, charge or in the manner of conducting the Business; other encumbrance, (ciii) any liability or obligation (absolute, accrued or contingent) incurred or any Indebtedness material bad debt, contingency or incurred any Liabilitiesother reserve increase suffered, except Liabilities that are reflected or reserved against except, in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided each such case, in the ordinary course of business and consistent with past practicespractice, (iv) any claims, liabilities or experienced any change in any assumptions underlying obligations (absolute, accrued or methods of calculating any bad debt, contingency or other reserves; (dcontingent) paid, discharged or satisfied any Lien or Liabilitysatisfied, other than Liens the payment, discharge or Liabilities which are reflected or reserved against in the Financial Statements and which were paidsatisfaction, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value practice, of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, liabilities and obligations reflected or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement reserved against in Xxxx Xxxxxx' Balance Sheet or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except incurred in the ordinary course of business and consistent with past practices; practice, (kv) made any capital expenditures guaranteed checks, notes or commitments in excess of $100,000 accounts receivable which have been or should be written off as uncollectible, except write-offs in the aggregate ordinary course of business and consistent with past practice, (vi) any write down of the value of any asset or investment on the books or records of Xxxx Xxxxxx, except for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated depreciation and amortization taken in the Audited Financial Statementsordinary course of business and consistent with past practice, made (vii) any change in cancellation of any method debts or waiver of accounting any claims or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect ofrights, or soldsale, transferred transfer or leased other disposition of any properties or assets (real, personal or mixed, tangible or intangible) to), or entered into any agreementexcept, arrangement or transaction within each such case, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees transactions in the ordinary course of business and consistent with past practices for travel and expense disbursementspractice, but not in excess of $5,000 at (viii) any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) transactions entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), into other than in the ordinary course of business consistent with past practices; business, (vix) failed any agreements to maintain the books and records do any of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business foregoing, or the ownership and use of the Acquired Assets; (x) amended its articles to the best knowledge of incorporation Xxxx Xxxxxx, any other events, developments or organizationconditions of any character that have had or are reasonably likely to have a material adverse effect on the assets, bylaws liabilities, results of operations, financial condition, business or operating agreementprospects of Xxxx Xxxxxx. In this Agreement, Xxxx Xxxxxx will be deemed to have "knowledge" of a particular fact or other matter if Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxx or Xxxxxx Xxxxxxx has, or similar governing documents; (y) entered into at any change in controltime had, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance actual knowledge of such fact or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action described in this Section 2.10matter.

Absence of Certain Changes. Except as disclosed in Section 4.5 of the Disclosure Letter, since July 15, 1999 and to since the extent set forth on Schedule 2.10date hereof, each the business of the Company Seller and its Subsidiaries (including the Specified Business) has been conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality Ordinary Course of the foregoingBusiness, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller hasthere has been no: (a) suffered any adverse change in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured)Material Adverse Effect; (b) increase in compensation payable or to become payable to any employee, independent contractor, consultant or director of the Company, SWV or any of the Specified Subsidiaries, or any bonus payment made or promised to any employee, independent contractor, consultant or director of the Company, SWV or any of the Specified Subsidiaries, or any material change in personnel policies, insurance benefits, Benefit Plans or other compensation arrangements affecting the Business employees, independent contractors, consultants or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end directors of the last fiscal month prior to Company, SWV or any of the date hereof for which the Financial Statements have been provided Specified Subsidiaries (other than increases in wages and salaries or bonus payments made in the ordinary course of business and consistent with past practicespractice, or experienced any change but in any assumptions underlying or methods of calculating any bad debt, contingency or other reservesno event increases greater than 3% per annum); (dc) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value waiver of any Inventoryrights by the Company, or written off as uncollectible any notes or accounts receivable SWV or any portion thereofSpecified Subsidiary under any Contract which waivers, except for write-downs and write-offs of less than $25,000 individually or in the aggregate; (f) authorized or adopted , could have a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (pd) failed to preserve and maintain all Consents required for the conduct sale or transfer of (i) any material Assets of the Business as currently conducted Company, SWV or the ownership and use any of the Specified Subsidiaries or (ii) any Assets that otherwise would constitute Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business Intellectual Property or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employeeSoftware; or (ze) agreedmaterial tax election or change in tax accounting by the Company, whether SWV or any of the Specified Subsidiaries. Since July 15, 1999, the cash and cash equivalents of the Company and its Subsidiaries have been expended only in writing the Ordinary Course of Business and, without limitation of the foregoing, (i) no cash or otherwisecash equivalents of the Company or any of its Subsidiaries has been paid to any Insider (other than to any Company Employee, as such) for any reason (including repayment of advances), (ii) the Company has not declared or made any dividend or distribution on, or repurchased or redeemed, any of its capital stock and (iii) no cash or cash equivalents of the Company or any of its Subsidiaries has been expended to take pay any action described in this Section 2.10Transfer Taxes or Transaction Expenses.

Absence of Certain Changes. Except as and Since September 30, 1999, each of the -------------------------- Acquired Companies and, with respect to the extent set forth on Schedule 2.10US-Based Assets, each Company Seller NMT-US, has conducted the Business since December 31, 2013 operated its business in the ordinary course of its business and consistent with past practicespractice. Since September 30, 1999, except as disclosed in Schedule 3.6, ------------ (i) there have been, and as of Closing there will have been, no events, changes, or occurrences which have had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) none of the Acquired Companies or NMT-US has taken any action, or failed to take any action, prior to the date of this Agreement, which action or failure, if occurring after the date of this Agreement, would represent or result in a breach or violation of any of the covenants and agreements applicable to the Acquired Companies and NMT-US set forth in Section 5. Without limiting the generality of the foregoing, foregoing and except as disclosed on Schedule 3.6, since ------------ September 30, 1999, none of the Acquired Companies or, as applicable and with respect to the extent set forth on Schedule 2.10US-Based Assets, since December 31NMT-US, 2013, no Company Seller has: (ai) suffered abandoned or sold, leased, transferred or assigned any adverse change in of its working capital, financial condition, assets, liabilitiestangible or intangible, business or prospectsother than for a fair consideration in the ordinary course of its business, experienced any labor difficultyconsistent with past practice and which assets do not have an aggregate book value in excess of US$50,000 (excluding sales of inventory in the ordinary course), or suffered (ii) mortgaged, incurred or permitted to be attached any casualty loss (whether Liens in excess of US$50,000 on any of its assets, tangible or not insured)intangible; (b) made entered into any material change Contract involving more than US$50,000 in the Business aggregate, outside the ordinary course of business, consistent with past practice, and which cannot be terminated on less than thirty (30) days notice by such Acquired Company or operations or in the manner of conducting the BusinessNMT-US without penalty; (c) incurred any Indebtedness or incurred any Liabilitiesaccelerated, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided terminated, modified (other than modifications in the ordinary course of business and consistent with past practicespractice), or experienced cancelled any change Contract (or series of related Contracts) involving more than US$50,000 in any assumptions underlying the aggregate to which such Acquired Company or methods of calculating any bad debt, contingency NMT-US is a party or other reservesis otherwise bound; (d) paidmerged or consolidated with, discharged or satisfied made any Lien capital investment in, any loan to, any advance to, or Liabilityany acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions); (e) issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness or capitalized lease obligation; (f) issued, sold or otherwise disposed, directly or indirectly, of any of its capital shares, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital shares; (g) granted any license or sublicense, transferred or assigned any right, or commenced or settled any litigation or dispute with respect to any Intellectual Property (h) made or instituted any unusual or new methods of manufacture, purchase, sale, distribution, shipment or delivery, lease, management, accounting or operation, or shipped or delivered any quantity of Products in excess of normal shipment or delivery levels; (i) experienced any damage, destruction, or loss (whether or not covered by insurance) to its assets or property in an aggregate amount greater than US$50,000; (j) made any loan to, or entered into any other transaction with, any of its directors, officers, or employees or any of their family members, trustees or beneficiaries; (k) entered into any employment contract, deferred compensation agreement, severance agreement, retirement agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (l) granted, provided or paid compensation or benefits to any of its directors, officers, or employees, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof salary increases in the ordinary course of such Acquired Company's business and consistent with past practicespractice; (em) written down the value of any Inventoryadopted, amended, modified, or written off as uncollectible terminated any notes Employee Benefit Plan, including, without limitation, accelerating any payments due or accounts receivable to become due under any deferred compensation plan; (n) made any other change in employment terms for any of its directors, officers or employees; (o) made or pledged to make any portion thereofcharitable or other capital contribution which is (i) not reflected on the September 30, except 1999 balance sheet delivered to Buyer's representatives or (ii) in excess of US$50,000 in the aggregate which remains unfulfilled; (p) made any capital expenditure or commitment for write-downs and write-offs any capital expenditure in excess of less than $25,000 US$50,000 in the aggregate; (fq) authorized amended its articles or adopted a plan memorandum/articles of liquidation incorporation/ association, by-laws or dissolutionother governing instruments; (gr) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method accounting methods or systems of internal accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivablecontrols; (s) discontinued waived, released or compromised any insurance policies, except as required by applicable Lawright or claim in excess of US$50,000 in the aggregate; (t) failed to perform commenced or settled any litigation or similar adversarial proceeding, including, without limitation, any such litigation or proceeding involving the such Acquired Company or NMT-US that, if adversely determined, could restrict the operations of any of its obligations under any Material Contractthe Acquired Companies or the Business; (u) entered into, terminated into any closing agreement or amended settled or agreed to settle any Material Contract (claim or assessment for Taxes or surrendered any Contract that if in effect as right to claim a refund of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practicesTaxes or otherwise offset or reduce any Tax liability; (v) failed made or changed any election with respect to maintain the books and records of the Business in accordance with past practicesTaxes; (w) failed experienced any labor dispute, other than individual grievances, or any lockouts, strikes, slowdowns, work stoppages by or with respect to comply in all respects with all Laws applicable to the conduct any of the Business or the ownership and use of the Acquired Assets;its employees; or (x) amended its articles experienced any event, occurrence, development or set of incorporation circumstances of facts, which individually or organizationin the aggregate, bylaws has had or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, could reasonably be expected to take any action described in this Section 2.10have a Material Adverse Effect.

Absence of Certain Changes. Except as and set forth in Section 4.1(k) -------------------------- of the Seller Disclosure Letter, since the date of the March Balance Sheet, no member of the Seller Group, with respect to the extent set forth on Schedule 2.10Business, each Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller has: (ai) suffered Suffered any adverse change or changes which, individually or in its working capitalthe aggregate, financial condition, assets, liabilities, business have had or prospects, experienced any labor difficulty, may reasonably be expected to have a Material Adverse Effect other than as a result of changes in the Memory Products industry or suffered any casualty loss (whether or not insured)the economy generally; (bii) made any material change in the Business or operations or in the manner of conducting the Business; (c) Except for Liabilities incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practicespractice, borrowed or experienced agreed to borrow any change in funds or incurred, assumed or become subject to, whether directly or by way of guarantee or otherwise, any assumptions underlying or methods of calculating any bad debt, contingency or other reservesLiability; (diii) paidTo the knowledge of Seller, discharged no member of the Seller Group has become subject to any newly enacted or satisfied adopted Law which may reasonably be expected to have a Material Adverse Effect; (iv) Permitted or allowed any Lien of its property or Liabilityassets (real, personal or mixed, tangible or intangible) to be subjected to any Liens, except for Permitted Liens; (v) Written up the value of any inventory, any notes or accounts receivable or any other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paidassets, discharged or satisfied since the date thereof except for write-ups in the ordinary course of business and consistent with past practices; (evi) written down the value of Waived any Inventory, claims or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement , or compromise of any pending or threatened Proceeding; (j) sold, transferred transferred, or conveyed otherwise disposed of any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (kvii) made Licensed, sold, transferred, pledged, modified, disclosed, disposed of or permitted to lapse any capital expenditures or commitments in excess right to the use of $100,000 any Acquired Intellectual Property, except in the aggregate for replacements or additions to property, plant, equipment or intangible capital assetsordinary course of business and consistent with past practices; (lviii) except as indicated Granted any general increase in the Audited Financial Statementscompensation of officers or employees (including any such increase pursuant to any bonus, made pension, profit-sharing or other plan or commitment), except in the ordinary course of business and except for any bonuses to be paid by Seller and consistent with past practices; (ix) Made any change in any method of accounting or accounting practice or any method of income Tax accounting change in depreciation or income Tax electionsamortization policies or rates theretofore adopted; (mx) paidPaid, loaned lent or advanced any amount to or in respect ofto, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible tangible, or intangible) to, or entered into any agreement, agreement or arrangement or transaction with, any Shareholder officer or director or Affiliate of any other equity holder member of the Seller Group, except for directors' fees and employment compensation to officers; (xi) Sold, leased or otherwise disposed of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interestits assets, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstandingpractices; (nxii) soldEntered into any other transaction, transferredcontract, licensed, abandoned, let lapse, encumbered commitment or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), arrangement other than in the ordinary course of business and consistent with past practices; (vxiii) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreedAgreed, whether in writing or otherwise, to undertake any Remedial Activity or to take any action described in this Section 2.104.1(k).

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 reflected in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.10Financial Reports, since December 31, 20131998, no Company Seller has: Mud Logging, its business and the Purchased Assets owned by it have not suffered or undergone any change that is reasonably likely to have an adverse effect on its business, condition (a) suffered financial or otherwise), or prospects (whether as a result of any adverse change in its working capital, financial condition, as to inventory or other assets, liabilitiesany loss of a competitive position, business any natural disaster, accident, strike, or prospectsany other event or condition affecting or relating to its business, Mud Logging or the Purchased Assets owned by it, whether or not related to any of the foregoing), experienced any labor difficulty, difficulty or suffered any casualty damage, destruction or loss (whether or not insured). Except as reflected in Financial Reports since December 31, 1998, Well Logging and its business have not: (a) incurred any obligations or liabilities (whether absolute, accrued, contingent, or otherwise and whether due or to become due), except current liabilities lin the ordinary course of business and consistent with past practice; (b) made written down or written up the value of any material change in of the Business or operations or in the manner of conducting the BusinessInventory; (c) incurred canceled or waived any Indebtedness claim of right of substantial value or incurred sold, assigned, transferred or encumbered any Liabilitiesof its properties or assets, real, persona, or mixed, tangible or intangible, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided fair consideration and in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reservespractice; (d) paidgranted any increase in compensation, discharged rate of compensation or satisfied commission payable or to become payable, or made any Lien loan, advance or Liability, other than Liens extension of credit to any of its employees or Liabilities which are reflected or reserved against agents except merit increases made in the Financial Statements usual and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practicesbusiness; (e) written down changed the value methods of any Inventory, accounting or written off as uncollectible any notes accounting principles or accounts receivable practices of Mud Logging set forth in or any portion thereof, except for write-downs and write-offs of less than $25,000 reflected in the aggregateFinancial Reports; (f) authorized or adopted a plan of liquidation or dissolutionlost any key employees; (g) cancelled terminated or been advised of the termination of its relationship with any debts material customer or claims, except as contemplated by this Agreement, or waived any rights of substantial valuesupplier; (h) entered into changed in any new line material respect the business policies or practices of business;Mud Logging or failed to operate the business of Mud Logging in good faith and in the ordinary course; and (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwisenot, to take do any action described in this Section 2.10of the foregoing.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since Since December 31, 2013 in the ordinary course consistent 1997, with past practices. Without limiting the generality of the foregoing, except as and respect to the extent set forth on Schedule 2.10Center, since December 31, 2013, no Company Seller hasWestlake has not: (a) suffered any material adverse change in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any material casualty loss (whether or not insured); (b) made any material change in the Business its business or operations or in the manner of conducting its business, other than changes in the Businessordinary course of business; (c) incurred any Indebtedness obligations or incurred any Liabilitiesliabilities (whether absolute, accrued, contingent or otherwise and whether due or to become due), except Liabilities that are reflected or reserved against in the Financial Statements or that were items incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practicespractice, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reservesreserve; (d) paid, discharged or satisfied any Lien claim, lien, encumbrance or Liabilityliability (whether absolute, accrued, contingent or otherwise and whether due or to become due), other than Liens claims, liens, encumbrances, or Liabilities liabilities: (i) which are reflected or reserved against in the Financial Statements Information and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practicespractice, or (ii) which were incurred and paid, discharged or satisfied since December 31, 1997 in the ordinary course of business consistent with past practice; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and immaterial write-offs of less than $25,000 made in the aggregateordinary course of business consistent with past practice; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled canceled any other debts or claims, except as contemplated by this Agreement, or waived any rights rights, of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (jg) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible)assets, except in the ordinary course of business and consistent with past practicespractice, other than its distribution to its partners of an aggregate undivided 57% interest in the Purchased Assets; (kh) made any capital expenditures or commitments in excess of $100,000 10,000 in the aggregate for Asset Purchase Agreement/Page 4 -------------------------------------------------------------------------------- 5 replacements or additions to property, plant, equipment or intangible capital assets; (li) except as indicated declared, paid or made or set aside for payment of, any distribution in respect of its outstanding partnership interests, other than distributions made in the Audited Financial Statementsordinary course of business consistent with past practice, or directly or indirectly redeemed, purchased or otherwise acquired any of its partnership interests, other than its distribution to its partners of an aggregate undivided 57% interest in the Purchased Assets; (j) made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax electionspractice; (mk) paid, loaned or advanced granted any amount to or increase in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder the compensation of any officer, employee or agent of Westlake who performs services for or on behalf of the Company Sellers Center, (including without limitation any increase pursuant to any bonus, pension, profit sharing or the officers other plan or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contractcommitment), other than increases in the ordinary course of business consistent with past practices;practice, or adopted any such plan or other arrangement; and no such increase or the adoption of any such plan or arrangement, is planned or required; and (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (zl) agreed, whether in writing or otherwise, to take any action described in this Section 2.104.7.

Absence of Certain Changes. Except Since March 31, 2014, except as identified and to described in the extent set forth on Schedule 2.10SEC Filings, each Company Seller Acquiror has conducted the Business since December 31, 2013 its business in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as practice and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller hasthere has not been: (a) suffered any adverse change in Effect that, individually or taken together with all other Effects that have occurred prior to the Closing, would reasonably be expected to have a Material Adverse Effect on Acquiror or its working capitalsubsidiaries, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured)taken as a whole; (b) made any material change in the Business consolidated assets, liabilities, financial condition or operations or operating results of Acquiror from that reflected in Acquiror’s Quarterly Report on Form 10-Q for the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilitiesquarter ended March 31, 2014, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided changes in the ordinary course of business which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Acquiror and consistent with past practicesits subsidiaries, taken as a whole; (c) any declaration or payment of any dividend, or experienced any change in authorization or payment of any assumptions underlying distribution, on any of the capital stock of Acquiror, or methods any redemption or repurchase of calculating any bad debt, contingency or other reservessecurities of Acquiror; (d) paidany material damage, discharged destruction or satisfied loss, whether or not covered by insurance to any Lien assets or Liabilityproperties of Acquiror or its subsidiaries; (e) any waiver, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof not in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventorybusiness, or written off as uncollectible any notes or accounts receivable by Acquiror or any portion thereofof its subsidiaries of a material right or of a material debt owed to it, except for writeother than inter-downs and write-offs of less than $25,000 in the aggregatecompany debt; (f) authorized any satisfaction or adopted a plan discharge of liquidation any lien, claim or dissolution; (g) cancelled Encumbrance or payment of any debts obligation by Acquiror or claimsits subsidiaries, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practicespractice and which is not material to the assets, properties, financial condition, operating results or business of Acquiror; (vg) failed any change or amendment to maintain the books and records Acquiror’s Certificate of the Business in accordance with past practicesIncorporation or Bylaws; (wh) failed to comply in all respects with all Laws applicable to the conduct loss of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit services of any current or former employeeexecutive officer (as defined in Rule 405 under the Securities Act) of Acquiror; or (zi) agreedthe loss of any customer which, whether individually or in writing or otherwisethe aggregate, would reasonably be expected to take any action described in this Section 2.10have a Material Adverse Effect on Acquiror and its subsidiaries, taken as a whole.

Absence of Certain Changes. Except as and to Since the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality date of the foregoingUpdated Balance Sheet, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller has: there have not been (a) suffered any occurrences, conditions or developments relating specifically to the Business or the trust company industry (as opposed to general economic, political or similar developments of an international, national or regional character) that, singly or in the aggregate, have had or would reasonably be expected to have a material adverse change effect on the Business (it being understood that monthly operating losses incurred between the Effective Date and the Closing Date in its working capitalthe general range of amounts experienced in the months leading up to the Effective Date will not, financial conditionsingly or with any other occurrences, assetsconditions or developments, liabilitiesconstitute a material adverse effect under this clause (a)), business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured); (b) made any material change in dividend or other distribution, or any recapitalization, combination or subdivision with respect to, or any purchase or redemption by the Business or operations or in the manner Company, of conducting the Business; any shares of its capital stock; (c) any indebtedness for borrowed money (including, without limitation, obligations to guaranty indebtedness of another Person) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in by the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible)Company, except in the ordinary course of business and consistent with past practices; business; (kd) made any capital expenditures sale, transfer, lease, mortgage, pledge, grant of security interest in or commitments in excess other encumbrance on any of $100,000 in the aggregate for replacements Company's material assets or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made cancellation of any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect claims of, or sold, transferred indebtedness or leased any properties or assets (real, personal or mixed, tangible or intangible) obligations owing to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interestCompany, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent business; (e) any increase in salaries or other compensation or employee benefits with past practices for travel and expense disbursements, but not in excess of $5,000 at respect to any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct employees of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract)Company, other than increases made in connection with normal reviews of employees or increases which have not had or would not reasonably be expected to have a material adverse effect on the Business; (f) any purchase of or agreement to purchase any additional assets by the Company, except in the ordinary course of business consistent with past practices; business; (vg) failed any actual labor stoppage which has had or would reasonably be expected to maintain have a material adverse effect on the books and records Business; or (h) any action taken by the Company, its directors or officers or Shareholder to authorize any of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action actions described in this Section 2.10clauses (b), (c), (d), (e) or (f) above.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10Since August 16, 2002, each Company Acquired Entity has operated, and each Seller has conducted operated the Business since December 31Business, 2013 in the usual and ordinary course consistent with past practicespractice. Without limiting the generality of the foregoing, except as during such period, each Asset Seller and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller hasAcquired Entity: (a) suffered has not created, incurred or assumed any adverse change obligation which adversely affects any Acquired Entity, the Business, the Assets or the Buyer's ability to conduct the Business or operate the Acquired Entities following the Closing in its working capital, financial condition, assets, liabilities, business substantially the same manner and condition as conducted or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured)operated by the Sellers on the date of this Agreement; (b) made has not increased the annual level of compensation of any material change employee, or increased the annual level of compensation of any person whose total compensation from the Sellers in the Business last preceding fiscal year exceeded Fifty Thousand Dollars ($50,000), or operations granted any unusual or extraordinary bonuses, benefits or other forms of direct or indirect compensation to any employee, officer, director or consultant, except in amounts in keeping with past practices by formulas or otherwise; (c) has not increased, terminated, amended or otherwise modified any plan for the manner benefit of conducting employees; (d) has not redeployed employees (other than the employees listed in Schedule 4.9) to any Seller's businesses other than the Business; (ce) has maintained insurance coverage in amounts adequate to cover all reasonably anticipated risks as would be maintained by similarly situated subsidiaries of companies such as TRW (or, with respect to the Asset Sellers, reasonably anticipated risks of the Business); (f) has not sold, disposed of or created, incurred or suffered to exist any Indebtedness Encumbrance upon, any of the Assets (or incurred any Liabilitiesassets or properties of any Acquired Entity) or licensed any Assets (or any assets or properties of any Acquired Entity) to any Person except for the sale of Inventory in the normal course of business consistent with past practice; (g) has not entered into any agreements or commitments (or, with respect to the Asset Sellers, any agreements or commitments relating to the Business), except Liabilities that are reflected or reserved against on commercially reasonable terms in the Financial Statements or that were incurred since ordinary course; (h) has complied in all material respects with all Legal Requirements (or, in the end case of the last fiscal month prior Asset Sellers, all Legal Requirements applicable to the date hereof Business); (i) has not entered into any agreement with any third party for which the Financial Statements have been provided sale or distribution of any of the Assets (or, in the case of each Acquired Entity, any properties, assets or rights of such Acquired Entity except the sale of dormant companies to another Affiliate); (j) has not changed or announced any change to any of its products or services (or, in the case of the Asset Sellers, products or services sold by the Business); (k) has not permitted, incurred or suffered any Material Adverse Change, except for the transfer of all of the outstanding shares of capital stock of TRW Germany as described in Section 4.29; (l) has not suffered any damage, destruction or loss, whether or not covered by insurance, adversely affecting the business, properties, prospects or financial condition of any Seller or Acquired Entity; (m) has not waived a valuable right or a material debt owed to it other than in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (in) entered into a settlement has not satisfied or compromise of discharged any pending Encumbrance or threatened Proceeding; (j) sold, transferred or conveyed paid any of its properties or assets (whether real, personal or mixed, tangible or intangible)obligation, except in the ordinary course of business and consistent with past practicesthat is not material to the business, properties, prospects or financial condition of any Seller or Acquired Entity; (ko) made has not sold, assigned or transferred any capital expenditures Intellectual Property or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or other intangible capital assets; (lp) except as indicated in the Audited Financial Statements, has not made any change in any method of accounting loans or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount guarantees to or in respect offor the benefit of its employees, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any members of such Persons has any direct or indirect interesttheir immediate families, except for compensation to the officers other than travel advances and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and other advances to employees made in the ordinary course of its business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for which are reflected on the conduct of the Business as currently conducted or the ownership and use of the Acquired AssetsFinancial Statements; (q) failed to pay the debtshas not declared, Taxes and paid or set aside any distribution in respect of any shares of capital stock, or effected any direct or indirect redemption, purchase, or other obligations acquisition of the Business or any of such Party when duestock (except in connection with debt recapitalization as described in Schedule 4.31); (r) failed to collect accounts receivable has not amended or changed its charter documents other than in a manner consistent connection with past practices, without discounting such accounts receivablethe debt recapitalization as described in Schedule 4.31 or as required by law; (s) discontinued has not changed any insurance policies, except as required by applicable Law;of its accounting methods or practices (including any change in depreciation amortization policies or rates) or revalued any of its assets; or (t) failed made any agreement to perform do any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action described in this Section 2.10foregoing.

Absence of Certain Changes. Except Since December 31, 2002, other than as and to the extent set forth on Schedule 2.103.8, each (i) there has not been a Material Adverse Effect, (ii) the business of the Company Seller and its Subsidiaries has conducted the Business since December 31been conducted, 2013 in all material respects, in the ordinary course of business consistent with past practices. Without limiting practice and (iii) neither the generality Company nor any Subsidiary has taken any of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller hasfollowing actions: (a) suffered any adverse change in amended its working capital, financial condition, assets, liabilities, business articles of incorporation or prospects, experienced any labor difficulty, bylaws or suffered any casualty loss (whether or not insured)other organizational documents; (b) split, combined or reclassified any shares of its capital stock or declared, set aside or paid any dividends or made any material change other distributions (whether in cash, stock or other property) in respect of such shares, except for dividends and distributions payable by a Subsidiary to another Subsidiary or to the Business or operations or in the manner of conducting the BusinessCompany; (c) redeemed, purchased or otherwise acquired for any consideration any outstanding shares of its capital stock or securities carrying the right to acquire or which are convertible into or exchangeable or exercisable for, with or without additional consideration, such capital stock, except the redemption or repurchase of shares of Class C Stock from employees in connection with the termination of such employee's employment; (d) incurred any Indebtedness or incurred any Liabilitiesindebtedness, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided (A) borrowings in the ordinary course of business and consistent with the Company's past practicespractices under the Senior Credit Agreement or the New Bank Facility, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (dB) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in sales under the Financial Statements and which were paid, discharged or satisfied since the date thereof Receivables Purchase Agreement in the ordinary course of business and consistent with the Company's past practices; , it being understood that (ei) written down on the value date of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights the Company has outstanding $20.0 million of substantial value; receivables that have been sold pursuant to the Receivables Purchase Agreement and (hii) entered into any new line the Company will sell receivables under the Receivables Purchase Agreement in connection with consummating the transactions contemplated hereby in an amount sufficient to provide the Company with up to $20.0 million of business; proceeds, (iC) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except trade payables in the ordinary course of business and consistent with the Company's past practices; practices and (kD) made any capital expenditures or commitments other indebtedness not in excess of $100,000 1,000,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assetsaggregate; (le) except as indicated in the Audited Financial Statements, made any change in any method acquisition or disposition of accounting stock or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties other securities or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any Person except (A) acquisitions or dispositions of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers inventory and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees equipment in the ordinary course of business and consistent with past practices for travel and expense disbursements, but (B) other dispositions of assets not in excess of $5,000 at any one time outstanding1,000,000 in the aggregate; (nf) soldentered into any employment or similar contract with, transferredor materially increased the compensation payable to, licensed, abandoned, let lapse, encumbered any officer or otherwise disposed employee except in the ordinary course of any Intellectual Propertybusiness; (og) suffered altered in any Material Adverse Effect; (p) failed material respect its practices and policies relating to preserve the payment and maintain all Consents required for the conduct collection of the Business as currently conducted or the ownership accounts payable and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (sh) discontinued adopted, amended in any insurance policiesmaterial respect or terminated any Plan, severance plan or collective bargaining agreement or made awards or distributions under any Plan, except as required by applicable Law; (t) failed awards or distributions to perform any of its obligations under any Material Contract; (u) entered into, terminated participant or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than employee in the ordinary course of business consistent and amendments that have been made in order to comply with past practiceschanges in applicable Laws; (vi) failed created, assumed or suffered to maintain the books and records be incurred any Encumbrance of the Business in accordance with past practicesany kind on any of its properties or assets other than Permitted Encumbrances; (wj) failed to comply in all respects with all Laws applicable amended, supplemented or modified any agreement material to the conduct Company and its Subsidiaries taken as a whole, except in the ordinary course of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employeebusiness; or (zk) agreed, whether in writing or otherwise, committed to take do any action described in this Section 2.10of the foregoing.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10in SCHEDULE 4.1(h), each Company Seller or otherwise disclosed in writing to MRM, since September 30, 1997: (i) TOMEC has conducted the Business since December 31, 2013 not entered into any material transaction; (ii) there has been no change in the ordinary course consistent with past practices. Without limiting condition (financial or otherwise), business, property, prospects, assets or liabilities of TOMEC as shown in the generality TOMEC Financial Statements, other than changes that both individually and in the aggregate do not have a consequence that is materially adverse to such condition, business, property, prospects, assets or liabilities; (iii) there has been no damage to, destruction of or loss of any of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller has: (a) suffered any adverse change in its working capital, financial condition, assets, liabilities, business properties or prospects, experienced any labor difficulty, or suffered any casualty loss assets of TOMEC (whether or not insuredcovered by insurance) materially and adversely affecting the condition (financial or otherwise); , business, property, prospects, assets or liabilities of TOMEC; (biv) TOMEC has not declared or paid any dividend, made any material change in the Business distribution on its capital stock, redeemed, purchased or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed otherwise acquired any of its properties capital stock, granted any options to purchase shares of its stock, or assets issued any shares of its capital stock; (whether real, personal or mixed, tangible or intangible)v) there has been no material adverse change, except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 business, in the aggregate for replacements contingent obligations of TOMEC by way of guaranty, endorsement, indemnity, warranty or additions otherwise; (vi) there have been no loans made by TOMEC to propertyits employees, plant, equipment officers or intangible capital assets; directors; (lvii) except as indicated there has been no waiver or compromise by TOMEC of a valuable right or of a material debt owed to it; (viii) there has been no extraordinary increase in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder compensation of any of the Company Sellers TOMEC's employees; (ix) there has been no agreement of commitment by TOMEC to do or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action acts described in this Section 2.104.1(h); and (x) there has been no other event or conditions of any character which might reasonably be expected either to result in a material and adverse change in the condition (financial or otherwise), business, property, prospects, assets or liabilities of TOMEC, or to materially impair the ability of TOMEC to conduct the business now being conducted.

Absence of Certain Changes. Except as Since the date of the latest financial statements and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 data included in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as SEC reports and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller has: (a) suffered any adverse change disclosed in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured); (b) made any material change in the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; : (i) entered into there has been no event, occurrence or development that has had or that could reasonably be expected to result in a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; , (pii) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted Company has not incurred any liabilities (contingent or the ownership and use of the Acquired Assets; (qotherwise) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practices; practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to generally accepted accounting principles (“GAAP”) or disclosed in filings made with the SEC, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) failed except as disclosed in the SEC Documents and pursuant to maintain the books April 2014 Documents, the December 2014 Documents and records agreements of like tenor to this Agreement, the Company has not issued any equity securities to any officer, director or affiliate, except pursuant to existing Company equity incentive plans. The Company does not have pending before the SEC any request for confidential treatment of information. Except for the issuance of the Business in accordance Securities contemplated by this Agreement and agreements of like tenor to this Agreement, no event, liability or development has occurred or exists with past practices; (w) failed to comply in all respects with all Laws applicable respect to the conduct of Company or its Subsidiaries or their respective business, properties, operations or financial condition, that would be required to be disclosed by the Business Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one Trading Day prior to the ownership and use of date that this representation is made. “Trading Day” shall mean any day on which the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreementCommon Stock is traded for any period on the OTCQB, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance on the principal securities exchange or other plan, trust fund, policy or arrangement for securities market on which the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action described in this Section 2.10Common Stock is then being traded.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10contemplated by this Agreement, each Company Seller has conducted since July 1, 2014, the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller has: (a) suffered any adverse change in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured); (b) made any material change in the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have has been provided conducted in the ordinary course of business and consistent with past practicespractice and there has not occurred any event, condition or occurrence that has had, or experienced any change is reasonably expected to have, a Material Adverse Effect. Except as set forth in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements Schedule 4.7 and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated expressly permitted by this Agreement, or waived any rights of substantial value;and without limiting the foregoing sentence, since July 1, 2014, Seller, the Acquired Company and the Acquired Subsidiaries have not: (ha) entered into borrowed any new line of business; (i) entered into a settlement money or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract)incurred Debt, other than in the ordinary course of business consistent with past practicespractice; (vb) failed sold, transferred, leased, licensed, assigned or otherwise disposed of any material Assets, other than with respect to maintain Hydrocarbons, fixed assets or consumption in the books and records ordinary course of business consistent with past practice; (c) mortgaged, pledged or subjected any of the Assets to any Lien other than Permitted Liens; (d) entered into any Company Contract or amended, modified or consented to the termination of any Company Contract, except in the ordinary course of business consistent with past practice; (e) suffered any Casualty Loss not covered by insurance with a value in excess of $250,000, singly, or $500,000 in the aggregate; (f) made any loans or advances to, or guarantees for the benefit of, any Person; (g) other than in the ordinary course of business consistent with past practice, surrendered, canceled or waived any right or claim to the operation of the Business, including any leases, Permits or certifications relating to the operation of the Business that would, individually or in accordance with past practicesthe aggregate, reasonably be expected to have a value or expense associated therewith in excess of $100,000, singly, or $250,000 in the aggregate; (wh) failed undertaken any change in accounting methods or practices, collection policies, pricing policies or payment policies; (i) assumed, guaranteed, created or incurred any obligations or liabilities (whether absolute, accrued, contingent or otherwise and whether due or to comply become due) in all respects excess of $100,000, singly, or $250,000 in the aggregate, except in the ordinary course of business consistent with all Laws applicable to past practice; (j) instituted or settled any Proceeding in which equitable relief was sought or in which claimed damages exceeded $1,000,000; (k) delayed, postponed or accelerated the conduct payment of accounts payable or other liabilities; (l) granted any increase in base compensation, bonuses or benefits or made any other change in employment terms of any of their respective officers or employees; (m) merged into or with or consolidated with any other entity or acquired any of the business or assets of any person or entity; (n) made any change in their respective Governing Documents; (o) in respect of Taxes of the Acquired Company, the Acquired Subsidiaries, the Business or the ownership and use Assets (i) made, changed or rescinded any material election in respect of the Acquired AssetsTaxes, (ii) adopted or changed any material accounting method in respect of Taxes (other than changes required by applicable Law), (iii) amended any material Tax Return, or (iv) settled or compromised any material claim, notice, audit report or assessment in respect of Taxes; (xp) amended its articles of incorporation sold, transferred, assigned or organization, bylaws or operating agreement, or similar governing documentsissued any Equity Securities; (yq) entered into made or committed to make any change capital expenditures or capital additions other than as indicated or reserved for in control, severance, termination Seller’s existing capital budget or employment agreement in the event of an emergency as required in Seller’s or any similar agreement with any Company Employee the Acquired Company’s discretion to preserve the Assets or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employeeBusiness; or (zr) agreed, whether in writing or otherwise, to take do or commit to do or effect any action described in this Section 2.10of the foregoing.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10SCHEDULE 3.6, each Company Seller since March 31, 2001, (i) Pavaco has conducted the Genesta Business only in, and since December 31such date, 2013 has not engaged in any transaction other than according to, the ordinary and usual course consistent with past practices. Without limiting the generality of the foregoingsuch business, except as and to the extent set forth on Schedule 2.10and, since December 31, 2013, no Company Seller has: (ii) there has not been (a) suffered any event, circumstance, condition, development or occurrence causing, resulting in or having a material adverse change in its working capital, effect on the financial condition, assetsbusiness, liabilities, business or prospects, experienced any labor difficulty, properties or suffered any casualty loss results of operations of either the Genesta Business or the Transferred Assets (whether or not insureda "Material Adverse Change"); ; (b) made any material change by Pavaco in the Business accounting principles, practices or operations or in the manner of conducting the Business; methods; (c) incurred any Indebtedness labour dispute or incurred difficulty which is reasonably likely to result in any LiabilitiesMaterial Adverse Change, except Liabilities that are reflected and no such dispute or reserved against in the Financial Statements or that were incurred since the end difficulty is now threatened; (d) any asset of the last fiscal month prior to the date hereof for which the Financial Statements have been provided Genesta Business transferred, sold or disposed of (except inventory sold in the ordinary course of business and consistent with past practicesbusiness), or experienced any change in material asset mortgaged, pledged or subjected to any assumptions underlying or methods of calculating any bad debtlien, contingency charge or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; encumbrance; (e) written down any increase in excess of C$5,000, individually or in the value aggregate, in the compensation payable or which could become payable by Pavaco to employees, distributors, dealers or sales representatives of the Genesta Business; (f) any amendment by Pavaco of any Inventory, or written off as uncollectible employee benefit plan; (g) any notes or accounts receivable or any portion thereofindebtedness incurred by Pavaco with respect to the Genesta Business, except for write-downs and write-offs of less than $25,000 indebtedness that will be repaid in full or assumed by Pavaco prior to the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; Closing; (h) entered into any new line of business; loan made or agreed to be made by Pavaco with respect to the Genesta Business, nor has Pavaco become liable or agreed to become liable as a guarantor with respect to any such loan; or (i) entered into a settlement or compromise any waiver by Pavaco of any pending right or threatened Proceeding; (j) sold, transferred or conveyed any rights of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation value related to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action described in this Section 2.10Genesta Business.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 disclosed in the ordinary course consistent with past practices. Without limiting the generality Section 3.2(j) of the foregoingDisclosure Letter, since September 30, 2011 and except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller hasotherwise permitted by this Agreement: (ai) suffered any adverse change in Fibrek and its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured); (b) made any material change in the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements subsidiaries have been provided conducted their respective businesses only in the ordinary course of business and consistent with past practicespractice; (ii) there has not been any event, circumstance or occurrence which has had, or experienced is reasonably likely to give rise to, a Material Adverse Effect; (iii) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is reasonably likely to have a Material Adverse Effect has occurred; (iv) there has not been any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reservesthe accounting practices used by Fibrek and its subsidiaries; (dv) paidexcept for ordinary course adjustments to non-executive employees, discharged there has not been any increase in the salary, bonus, or satisfied other remuneration payable to any Lien non-executive employees of any of Fibrek or Liabilityits subsidiaries; (vi) there has not been any redemption, repurchase or other acquisition of Common Shares by Fibrek, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the Common Shares; (vii) there has not been a material change in the level of accounts receivable or payable, inventories or employees, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof those changes in the ordinary course of business and consistent with past practicespractice; (eviii) written down the value of there has not been any Inventoryentering into, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect an amendment of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practicespractice; (vix) failed to maintain there has not been any satisfaction or settlement of any claims or liabilities that were not reflected in the books and records 2010 Financial Statements, other than the settlement of claims or liabilities incurred in the Business in accordance ordinary course of business consistent with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets;practice; and (x) amended its articles of incorporation or organizationexcept for ordinary course adjustments, bylaws or operating agreement, or similar governing documents; (y) entered into there has not been any change increase in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargainingthe salary, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy remuneration payable to any officers or arrangement for the benefit senior or executive officers of any current Fibrek or former employee; or (z) agreed, whether in writing or otherwise, to take any action described in this Section 2.10its subsidiaries.

Absence of Certain Changes. Except as and to the extent set forth on in Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 4.8 or otherwise disclosed in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and writing to the extent set forth on Schedule 2.10GLOBAL, since December 31, 2013, no Company Seller has2001: (a) suffered 4.8.1 other than in the normal course of business, CYBER has not entered into any material transaction; 4.8.2 there has been no material adverse change in its working capitalthe condition (financial or otherwise), financial business, property, prospects, assets or liabilities of CYBER as shown on the CYBER Financial Statements, other than changes that both individually and in the aggregate do not have a consequence that is materially adverse to such condition, assetsbusiness, liabilitiesproperty, business or prospects, experienced assets or liabilities; 4.8.3 there has been no material damage to, destruction of or loss of any labor difficulty, of the properties or suffered any casualty loss assets of CYBER (whether or not insuredcovered by insurance) materially and adversely affecting the condition (financial or otherwise), business, property, prospects, assets or liabilities of CYBER; (b) 4.8.4 CYBER has not declared or paid any dividend or made any material change in the Business distribution on its capital stock, redeemed, purchased or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed otherwise acquired any of its properties capital stock, granted any options to purchase shares of its stock, or assets (whether real, personal or mixed, tangible or intangible)issued any shares of its capital stock; 4.8.5 there has been no material change, except in the ordinary course of business and consistent with past practicesbusiness, in the contingent obligations of CYBER by way of guaranty, endorsement, indemnity, warranty or otherwise; (k) 4.8.6 there have been no loans made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions by CYBER to propertyits employees, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered 4.8.7 there has been no waiver or otherwise disposed compromise by CYBER of any Intellectual Propertya valuable right or of a material debt owed to it; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), 4.8.8 other than in the ordinary normal course of business consistent with past practicesbusiness, there has been no extraordinary increase (defined herein as an increase in excess of 40% of such compensation as of January 1, 2002) in the compensation of any CYBER employees; (v) failed 4.8.9 other than in the normal course of business, there has been no agreement or commitment by CYBER to maintain the books and records do or perform any of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action acts described in this Section 2.104.8; and 4.8.10 there has been no other event or condition of any character which might reasonably be expected either to result in a material adverse change in the condition (financial or otherwise) business, property, prospects, assets or liabilities of CYBER or to impair materially the ability of CYBER to conduct the business now being conducted.

Absence of Certain Changes. Except as and From December 31, 2015 to the extent set forth on Schedule 2.10date of this Agreement, each Company the Seller has conducted the Business since December 31, 2013 in the ordinary course and in a manner consistent with past practicespractice and there has not been any change, development, event, occurrence, effect or state of facts that, individually or in the aggregate, has resulted in or would reasonably be expected to result in an MHPS Material Adverse Effect. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 20132015 to the date of this Agreement and except as set forth on Section 4.02(j) of the Seller Disclosure Letter, no Company neither Seller hasnor its Subsidiaries (with respect to the Business) have: (ai) suffered borrowed any adverse change amount or incurred or become subject to any liability except (i) current liabilities incurred in its working capitalthe ordinary course of business, financial condition(ii) liabilities under Business Contracts entered into in the ordinary course of business, assets, liabilities, business (iii) borrowings under lines of credit existing on such date and (iv) liabilities that would not be or prospects, experienced any labor difficulty, or suffered any casualty loss would not reasonably be expected to be material to the Business (whether or not insuredtaken as a whole); (bi) guaranteed the Indebtedness of any Person (other than a Group Company), (ii) cancelled any Indebtedness owed to it or (iii) released any claim possessed by it, except, in each case, that would not be or would not reasonably be expected to be material to the Business (taken as a whole); (i) made any material change in the Business any Tax reporting or operations accounting principles, practices or in the manner of conducting policies that relate exclusively to the Business; , including with respect to (cA) incurred depreciation or amortization policies or rates or (B) the payment of accounts payable or the collection of accounts receivable; (ii) settled or compromised any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end material Tax liability of the last fiscal month prior Business; (iii) made, changed or rescinded any material Tax election that relates exclusively to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced Business; (iv) surrendered any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or right in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, material Taxes and other obligations of the Business or such Party when due; (rv) failed consented to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated extension or amended any Material Contract (or any Contract that if in effect as waiver of the date hereof would be a Material Contract)limitation period applicable to any claim or assessment in respect of material Taxes of the Business; except, other than in each case, in the ordinary course of business consistent with past practicespractice, or as would not adversely affect Buyer and its Affiliates; (iv) except in the ordinary course of business consistent with past practice, (i) materially increased the salary, wages or other compensation rates of any officer, employee, director or consultant, or (ii) made or granted any material increase in any MHPS Employee Plan, or amended in any material respect or terminated any existing MHPS Employee Plan, or adopted any new MHPS Employee Plan other than as required by Law or an existing contract; (v) failed sold, assigned, transferred (including transfers to maintain any employees or Affiliates), licensed or subjected to any Lien (other than Permitted Liens) any material tangible or intangible assets or properties, other than sales of inventory in the books and records ordinary course of the Business in accordance with past practicesbusiness; (wvi) failed to comply in all respects with all Laws applicable to the conduct commenced any new line of the Business business or the ownership and use discontinued any existing line of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employeebusiness; or (zvii) agreed, whether in writing or otherwise, agreed to take do any action described in this Section 2.10of the foregoing.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since Since December 31, 2013 in the ordinary course consistent 2003, there has not been with past practices. Without limiting the generality respect to RRI and/or RRI Subsidiary (which representations below shall also be deemed to apply to each of the foregoingRRC, except as Henderson and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller has:StaySteele): (a) suffered any adverse change in its working capital, financial condition, assets, liabilities, transaction not xx xxx xrdinary course of business that has had or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured)could have a Material Adverse Effect; (b) made any material change in the Business business, property, assets, liabilities (whether absolute, accrued, contingent, or operations otherwise), operations, liquidity, income, condition (financial or in the manner otherwise), prospects, or net worth of conducting the BusinessRRI and/or RRI Subsidiary that has had or could have a Material Adverse Effect; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior for a recent dividend payment to the date hereof for which the Financial Statements have been provided RRI Class A Preferred Stockholders paid in the ordinary course shares of business and consistent with past practicesRRI Class A Preferred Stock, a declaration, or experienced an agreement to declare or make any change in payment of dividends or distributions of any assumptions underlying assets of any kind to the stockholders of RRI and/or RRI Subsidiary, or methods a redemption, or agreement or authorization to redeem any of calculating RRI Stock and/or any bad debt, contingency or other reservesRRI Subsidiary common stock; (d) paidany damage, discharged destruction, or satisfied any Lien loss, extraordinary or Liabilityotherwise and whether or not covered by insurance, other than Liens that has had or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practicescould have a Material Adverse Effect; (e) written down the value of any Inventoryamendment permitted or made with regard to any material contract, material license, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregatematerial agreement to which RRI and/or RRI Subsidiary is a party; (f) authorized any acquisition or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated disposition by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise RRI and/or RRI Subsidiary of any pending property or threatened Proceeding; (j) soldasset, transferred whether real or conveyed any of its properties or assets (whether realpersonal, personal or mixed, tangible or intangible)having a fair market value in an amount greater than $5,000, except in the ordinary course of business and consistent in conformity with past practicespractice; (kg) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to propertymortgage, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect ofpledge, or soldsubjection to lien, transferred charge, or leased encumbrance of any kind or on any of the respective properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interestRRI and/or RRI Subsidiary, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees secure borrowings in the ordinary course of business and consistent in conformity with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstandingpractice; (nh) soldany increase in, transferredor commitment to increase, licensedthe compensation payable or to become payable to any officer, abandoneddirector, let lapseemployee, encumbered or otherwise disposed agent of RRI and/or RRI Subsidiary, or any Intellectual Propertybonus payment or similar arrangement made to or with any of such officers, directors, employees, or agents, other than (except in the case of directors and officers) routine increases made in the ordinary course of business and in conformity with past practice; (oi) suffered any incurrence of, guarantee of, assumption of, or taking any property subject to, any liability, except for liabilities incurred or assumed or property taken in the ordinary course of business and in conformity with past practice; (j) any adoption of a plan or agreement or amendment to any plan or agreement providing any new or additional benefits for officers, directors, or employees; (k) any material alteration in the manner of keeping the books, accounts, or records of RRI and/or RRI Subsidiary, or in the accounting practices therein reflected; (l) any release or discharge of any obligation or liability of any Person to RRI and/or RRI Subsidiary of any nature whatsoever, except in the ordinary course of business and in conformity with past practice and except in cases that have not had and could not have a Material Adverse Effect; (pm) failed to preserve and maintain all Consents required for any delay by RRI and/or RRI Subsidiary in paying any debt, charge, or amount owed by RRI in excess of 30 days past the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or date such Party when amount was due; (rn) failed to collect accounts receivable any increase or decrease of (i) any amounts charged for services rendered or products sold by RRI and/or RRI Subsidiary; or (ii) inventory ordered, except, in a manner consistent with past practiceseither case, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent and in conformity with past practicespractice; (vo) failed to maintain any facts or circumstances that may reasonably result in the books and records loss of the Business in accordance customers, suppliers, or vendors of RRI and/or RRI Subsidiary, including without limitation, any notices, statements, or circumstances indicating that any customer, supplier, or vendor has or will terminate or alter its business relationship with past practicesRRI; (wp) failed any loan by RRI and/or RRI Subsidiary to comply any officer or director of RRI and/or RRI Subsidiary or any Affiliate thereof; Messrs. Cheatham and Smith, RRI's Chief Executive Officer and President, respxxxxxxxx, are xxxx by RRI in all respects the aggregate approximately $285,000 for accrued salary and expenses incurred by them in connection with all Laws applicable their employment with RRI and RRI Subsidiary, which monies are planned to be paid to them from time to time in the conduct reasonable discretion of the Business or the ownership and use of the Acquired Assets;management as cash flow from operations may permit. (xq) amended its articles of incorporation any other event or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit condition of any current character which has had or former employeecould have a Material Adverse Effect; or (z) agreed, whether in writing or otherwise, to take any action described in this Section 2.10.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since Since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality of the foregoing2000, except as and to the extent set forth on in Schedule 2.10, since December 31, 2013, no Company Seller has4.9 and except as permitted under Section 5.3: (a) suffered There has not been, nor to the knowledge of Seller has any of the Subsidiaries been threatened with, any adverse change in its working capital, financial condition, the assets, liabilities, business or prospectsas currently conducted, experienced any labor difficultyproperties, operations, or suffered any casualty loss (whether financial condition of the Subsidiaries, which has had or not insured)is reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (b) made None of the Subsidiaries has suffered any material change casualty loss or substantial interruption in the Business use (whether or operations not covered by insurance) on account of fire, flood, riot, strike or other hazard or act of God, other than customary or recurring interruptions in the manner of conducting the Businessuse typically associated with seasonality and weather conditions; (c) incurred No material liability or material obligation of any Indebtedness nature (whether absolute, accrued, contingent or incurred otherwise) of any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have Subsidiaries (considered as a whole) has been provided incurred except in the ordinary course of business and business, consistent with past practicespractice, and the Subsidiaries have not increased, or experienced any significant change in any assumptions underlying or methods of calculating calculating, any bad debt, contingency or other reservesreserve; (d) No liability or obligation (whether absolute, accrued, contingent or otherwise) of any of the Subsidiaries which is material to the Subsidiaries taken as a whole has been paid, discharged or satisfied any Lien or Liability, other than Liens by payment, discharge or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof satisfaction in the ordinary course of business and consistent with past practicesbusiness; (e) written down Except in the value ordinary course of business, consistent with past practice, none of the Subsidiaries has permitted or allowed any Inventory, of such assets or written off as uncollectible properties to be subjected to any notes or accounts receivable or any portion thereofClaims, except for write-downs and write-offs of less than $25,000 in the aggregatePermitted Liens ; (f) authorized or adopted a plan None of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, the Subsidiaries has canceled or waived any Claims or rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, value or sold, transferred transferred, distributed or leased otherwise disposed of any assets or properties or assets (real, personal or mixed, tangible or intangible) toexcept, in each case, in the ordinary course of business, consistent with past practice; (g) None of the Subsidiaries has disposed of or permitted to lapse any rights to the use of any Intellectual Property (as defined in Section 4.14), or entered into disposed of or disclosed to any agreementPerson not bound to maintain its confidentiality any trade secret, arrangement formula, process or transaction withknowhow not theretofore a matter of public knowledge; (h) Except as granted in the ordinary course of business consistent with past practice or as required under collective bargaining agreements, none of the Subsidiaries has granted or incurred any Shareholder obligation for any increase in the compensation of officers, directors or employees, whether now or hereafter payable, including any such increase pursuant to any option, bonus, stock purchase, pension, profit sharing, deferred compensation, retirement payment or other plan, arrangement, contract or commitment, and none of the Subsidiaries has employed any additional executive or management personnel having an annual salary (in each case) in excess of $50,000, or terminated any such personnel having an annual salary (in each case) in excess of $50,000; (i) None of the Subsidiaries has made any change in any method of accounting or accounting practice, principle or policy, whether or not required by GAAP; (j) None of the Subsidiaries has written off any asset as unusable, uncollectible or obsolete or for any other reason, or written up the value of any asset, or determined as collectible any Accounts Receivable or any other equity holder portion thereof which were previously considered uncollectible, which asset is material to the Subsidiaries taken as a whole; (k) None of the Subsidiaries has made or suffered any material change in the conduct or nature of any aspect of the Company Sellers or businesses of the officers or directors of any Company SellerSubsidiaries (considered as a whole), any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees other than changes made in the ordinary course of business and consistent with past practices for travel and expense disbursements, but changes which did not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any have a Material Adverse Effect; (pl) failed to preserve and maintain all Consents required for the conduct None of the Business as currently conducted Subsidiaries has made (or committed to make) capital expenditures in an amount which exceeds $100,000 for any item or $350,000 in the ownership and use aggregate (for all capital expenditures of the Acquired AssetsSubsidiaries, taken as a whole); (qm) failed to pay the debts, Taxes and other obligations None of the Business Subsidiaries has paid (or such Party when duedelayed payment of) payables, collected (or delayed collection of) receivables or waived any rights, which rights are material to the Subsidiaries taken as a whole, in each case other than in the ordinary course of business consistent with past practice; (rn) failed to collect accounts receivable in a manner consistent with past practicesNone of the Subsidiaries has borrowed any money, or issued any bonds, debentures, notes or other corporate securities, including without discounting such accounts receivablelimitation, those evidencing borrowed money; (so) discontinued None of the Subsidiaries has paid (or been paid by) any insurance policiesRelated Party, except or charged (or been charged by) any Related Party, for (A) goods sold or services rendered by or to any of the Subsidiaries, or (B) corporate overhead expenses, management fees, legal or accounting fees, capital charges, or similar charges or expenses on a basis which is either materially more or materially less favorable to the Subsidiaries taken as required a whole than the basis which would be employed by applicable Lawa party which is not a Related Party; (tp) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as None of the date hereof would be a Material Contract)Subsidiaries has paid or incurred any management or consulting fees, or engaged any consultants, other than in the ordinary course of business consistent with past practicespractice; (vq) failed to maintain the books and records None of the Business Subsidiaries has issued or sold any securities of any class or amended any provision of its Certificates or Articles of Incorporation, Bylaws or other organizational documents; (r) Except as required pursuant to Section 1.4, none of the Subsidiaries has paid, declared or set aside any dividend or other distribution on its securities of any class or purchased, exchanged or redeemed any of its securities of any class; (s) None of the Subsidiaries has experienced an adverse change in the aggregate amount of trade receivables of the Subsidiaries or the aging thereof which is material to the Subsidiaries taken as a whole, or a change in the level of the Inventory which is material to the Subsidiaries taken as a whole; (t) None of the Subsidiaries has entered into any transaction not enumerated above other than in the usual and ordinary course of business in accordance with past practices;; and (wu) failed to comply in all respects with all Laws applicable to the conduct None of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) Subsidiaries has agreed, whether in writing or otherwisenot, to take do any action described in this Section 2.10of the foregoing.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since Since December 31, 2013 1997, each of the Companies has in all material respects conducted its business in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller hasthere has not been: (a) suffered any adverse change Material Adverse Change with respect thereto or any event, occurrence or development of a state of circumstances or facts known to any of the Sellers, which as of the date hereof could reasonably be expected to have a Material Adverse Effect on either of the Companies; (b) any declaration, setting aside or payment of any dividend or other distribution by either of the Companies other than dividend distributions to the Shareholders and distributions to partners; (c) any repurchase, redemption or other acquisition by either of the Companies of any outstanding shares of capital stock or other securities or other ownership interests in its working capitaleither of the Companies; (d) any amendment of any term of any outstanding securities of either of the Companies; (e) any damage, financial condition, assets, liabilities, business destruction or prospects, experienced any labor difficulty, other property or suffered any casualty loss (whether or not insured)covered by insurance) affecting the business, assets, liabilities, earnings or prospects of either of the Companies which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on either of the Companies; (bf) made any material change increase in indebtedness for borrowed money or capitalized lease obligations of either of the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any LiabilitiesCompanies, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolutionbusiness; (g) cancelled any debts sale, assignment, transfer or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise other disposition of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible)intangible asset material to the business of either of the Companies, except in the ordinary course of business and consistent with past practicesfor a fair and adequate consideration; (kh) made any capital expenditures amendment, termination or commitments in excess waiver by either of $100,000 in the aggregate for replacements Companies of any right of substantial value under any agreement, contract or additions other written commitment to property, plant, equipment which it is a party or intangible capital assetsby which it is bound which could reasonably be expected to have a Material Adverse Effect on either of the Companies; (li) except as indicated any material reduction in the Audited Financial Statements, made any change in any method amounts of accounting coverage provided by existing casualty and liability insurance policies with respect to the business or accounting practice or any method properties of income Tax accounting or income Tax electionseither of the Companies; (mj) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangiblei) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder grant of any severance or termination pay to any director, officer or employee of either of the Company Sellers or the officers or directors Companies, (ii) entering into of any Company Selleremployment, any Affiliates deferred compensation or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract similar agreement (or any Contract that if in effect as amendment to any such existing agreement) with any director, officer or employee of either of the date hereof would be a Material Contract)Companies other than the Non-Competition Agreements contemplated by this Agreement, (iii) any increase in benefits payable under any existing severance or termination pay policies or employment agreements, or (iv) any increase in compensation, bonus or other benefits payable to directors, officers or employees of either of the Companies, in each case other than in the ordinary course of business consistent with past practicespractice; (vk) failed any new or amendment to maintain the books and records or alteration of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organizationany existing bonus, bylaws or operating agreementincentive, or similar governing documents; (y) entered into any change in controlcompensation, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stockstock appreciation right, pension, matching gift, profit-sharing, employee stock ownership, retirement, deferred compensationpension group insurance, employmentdeath benefit, termination, severance or other fringe benefit plan, arrangement or trust fundagreement adopted or implemented by either of the Companies which would result in a material increase in cost; (l) any capital expenditures, policy capital additions or arrangement for capital improvements incurred or undertaken by either of the benefit Companies in excess of $10,000, or any current or former employeenon-budgeted expenditure in excess of $5,000; or (zm) agreed, whether in writing the entering into of any agreement by either of the Companies or otherwise, any person on behalf of either of the Companies to take any action described in this Section 2.10of the foregoing actions; (n) cancellation or threat of cancellation from any issuing company or reinsurer that affects more than 10% of either IAI's or GIR's business.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10Since January 1, each Company Seller 2000, Xxxxx has conducted the Business since December 31, 2013 its business only in the ordinary course thereof consistent with past practices. Without limiting the generality of the foregoing, except as custom and practice (including with respect to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller has: (aquantity and frequency) suffered and has not experienced any adverse change changes in its working capital, financial condition, assets, liabilities, business or prospectsoperations which individually or in the aggregate had or could have a Material Adverse Effect. For purposes of this Section, experienced any labor difficultyan item shall be deemed "material" if the dollar amount or value associated with such item exceeds Twenty-Five Thousand Dollars ($25,000). Without limiting the generality of the foregoing sentence, since January 1, 2000, Xxxxx has not: (i) in a single transaction or a series of related transactions, sold (including by sale-leaseback), leased, licensed, or suffered otherwise disposed of any casualty loss assets which, individually or in the aggregate, have a fair market value in excess of Fifty Thousand Dollars (whether or not insured$50,000); (b) made any material change in the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (dii) paid, discharged or satisfied any Lien material liability or Liabilityobligation (whether accrued, absolute, contingent or otherwise) other than Liens or Liabilities which are reflected or reserved against in the Financial Statements liabilities and obligations which were paid, discharged or satisfied since in the date thereof ordinary and usual course of business, or liabilities or obligations shown or reflected on the Xxxxx Balance Sheet, or incurred any material liability or obligation except for this Agreement and except in the ordinary course of business and consistent with past practicespractice since the date of the Xxxxx Balance Sheet; (eiii) written down the value of prepaid any Inventorymaterial expenses, indebtedness or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregateother obligations; (fiv) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line in the ordinary and usual course of business; (i) entered into a settlement , permitted or compromise of allowed any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course ) to be subjected to any Lien of business and consistent with past practicesany kind; (kv) made written off as uncollectible any capital expenditures notes or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (svi) discontinued released, waived or terminated any insurance policies, except as required by applicable Lawmaterial obligation of any third party to Xxxxx; (tvii) failed disposed of or permitted to perform lapse any rights in, to or for the use of its obligations under any Material Contractpatent, trademark, trade name or copyright; (uviii) settled any material claim, action or lawsuit involving Xxxxx, or amended any Tax Return in any respect; (ix) granted any increase in the base compensation or other payment to any director, officer or employee, whether now or hereafter payable or granted (other than increases in compensation in the ordinary course consistent in timing and amount with past practice) or granted any severance or termination pay (other than for severance pay to employees who are not Related Parties (as defined in Section 3.25) in amounts consistent with Xxxxx'x established severance pay practices), terminated any employee earning greater than Thirty-Five Thousand Dollars ($35,000) per year, entered into amended or become obligated under any employment, severance, bonus, profit sharing or other employee benefit arrangement or entered into, terminated established, adopted, amended or amended renewed any Material Contract employment, consulting, severance or similar agreement or arrangement with any director, officer or stockholder (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books custom and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assetspractice); (x) amended its articles of incorporation made any material capital expenditure or organizationcommitment for additions to property, bylaws plant or operating agreementequipment, or similar governing documentsleased or agreed to lease any assets which, if purchased, would be reflected in the property, plant or equipment accounts; (yxi) made any change in any method of accounting or keeping its books of account or accounting practices; (xii) paid any amounts to, or sold or otherwise disposed of any assets to, assets from, or entered into any agreement or arrangement with, any Related Party; (xiii) except for this Agreement, incurred any obligation or liability, including without limitation any liability for nonperformance or termination of any contract, except liabilities incurred in the ordinary and usual course of the business; (xiv) other than under Xxxxx'x existing credit facilities as in effect as of the date hereof, incurred or become contingently liable with respect to any indebtedness for borrowed money or guaranteed any such indebtedness, where the aggregate amount of indebtedness so incurred or guaranteed exceeded Ten Thousand Dollars ($10,000), redeemed any long-term debt; issued any debt securities or assumed, guaranteed or endorsed, or otherwise as an accommodation become responsible for, the obligations of any person, or made any loans, advances, or capital contributions to or investments in, any other person; (xv) entered into or amended any change in controlcontract, severance, termination or employment agreement or commitment, or engaged in any similar agreement transaction, in each case which is material to Xxxxx and which is not in the usual and ordinary course of the business; (xvi) amended or proposed to amend its Certificate of Incorporation or By-laws; (xvii) acquired or agreed to acquire by merging with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business entity, in a transaction or series of related transactions; (xviii) solicited or encouraged any inquiries or proposals regarding, or offers for, or entered into or continued any discussions with any Company Employee third party concerning any sale or established transfer of Xxxxx or any collective bargainingof its assets or entered into or consummated any agreement or understanding providing for a sale or transfer of Xxxxx or any of its assets, bonusother than as contemplated herein; (xix) redeemed, profit sharingpurchased, thriftotherwise acquired, compensationor agreed to redeem, purchase or otherwise acquire, any shares of capital stock of Xxxxx, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock optionor property or any combination thereof) in respect of Xxxxx'x capital stock; (xx) issued, restricted stocksold, pensionpledged, retirementdisposed of, deferred compensationgranted or encumbered, employmentor authorized the issuance, terminationsale, severance pledge, disposition, grant or encumbrance of, any shares of capital stock or other plan, trust fund, policy or arrangement for the benefit equity securities of any current type or former employee; orclass, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or other equity securities, or any other ownership interest (including, without limitation, any phantom interests); (zxxi) reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, or proposed to redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or other equity securities; (xxii) commenced any voluntary petition, proceeding or action under any bankruptcy, insolvency or other similar Law; (xxiii) authorized, proposed or agreed, whether or not in writing or otherwisewriting, to take any action of the actions described in this Section 2.10clauses (i)- (xxii) above.

Absence of Certain Changes. Except Since the Balance Sheet Date, the Company and each of the Subsidiaries has operated its business in the Ordinary Course of Business and substantially consistent with past practice and, except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller has3.8: (a) suffered there have not been any adverse change changes in its working capital, the financial condition, assets, liabilities, business or prospects, experienced any labor difficultybusiness, or suffered any casualty loss (whether or not insured)assets of the Company and the Subsidiaries taken as a whole that would in the aggregate have a Material Adverse Effect; (b) neither the Company nor any Subsidiary has entered into any transaction or incurred any liability or obligation other than in the Ordinary Course of Business substantially consistent with past practice; (c) except in the Ordinary Course of Business, neither the Company nor any Subsidiary has (A) issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any Indebtedness; (B) paid, repaid, discharged, purchased, repurchased or satisfied any Indebtedness; or (C) materially modified the terms of any Indebtedness; (d) neither the Company nor any Subsidiary has sold, assigned, leased or transferred any assets other than in the Ordinary Course of Business substantially consistent with past practice and other than assets that have been replaced with other assets of equal or greater value; (e) neither the Company nor any Subsidiary has granted (i) any increase in any rate or rates of salaries or compensation or in benefits of any kind to any of its employees, directors, or officers other than as part of the Person’s annual review process consistent with past practice and, with respect to any employee having annual compensation in excess of $125,000, no such increase exceeded 7% or (ii) granted any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director, officer, employee or consultant or (iii) increased the coverage or benefits available under any (or created any new) severance pay, termination pay, vacation pay, Company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the directors, officers, employees, agents or representatives of the Company or any of the Subsidiaries or otherwise modified or amended or terminated any such plan or arrangement; or (iv) entered into any employment, deferred compensation, severance, special pay, consulting, non-competition or similar agreement or arrangement with any directors or officers of the Company or any Subsidiary (or amended any such agreement to which the Company or any of the Subsidiaries is a party); (f) there has not been any default under any Indebtedness of the Company or any Subsidiary or any event which with the lapse of time or giving of notice or both would constitute such a default; (g) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets of the Company or any Subsidiary having a replacement cost of more than $50,000 for any single loss or $200,000 for all such losses; (h) other than by and between the Company and the Subsidiaries, there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of or ownership interest in the Company or any repurchase, redemption or other acquisition by the Company or any Subsidiary of any outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Subsidiary; (i) there has not been any change by the Company or any Subsidiary in underwriting, accounting or Tax reporting principles, methods or policies and neither the Company nor any Subsidiary has introduced any material change with respect to the operation of the Company or any of the Subsidiaries, including any material change in the Business Policies of the Company or operations any Subsidiary, Cardholder Agreement, collection practices, pricing, or in the manner of conducting the Businesscredit line increases; (cj) incurred neither the Company nor any Indebtedness Subsidiary has made any loans, advances or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practicescapital contributions to, or experienced investments in, any change in Person or entity or paid any assumptions underlying fees or methods expenses to Seller or to any director, officer, partner, stockholder or Affiliate of calculating any bad debt, contingency or other reservesSeller; (dk) paid, discharged neither the Company nor any Subsidiary has made or satisfied committed to make any Lien capital expenditures or Liability, other than Liens capital additions or Liabilities which are reflected betterments in excess of $50,000 individually or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 200,000 in the aggregate; (fl) authorized neither the Company nor any Subsidiary has granted any license or adopted a plan sublicense of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into under or with respect to any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), Intellectual Property except in the ordinary course Ordinary Course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax electionsBusiness; (m) paid, loaned neither the Company nor any Subsidiary has instituted or advanced settled any amount to pending or in respect ofthreatened legal proceeding or claim or claims for, or sold, transferred that resulted in a payment or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder a loss of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not revenue in excess of $5,000 at any one time outstanding50,000 in the aggregate; (n) none of Seller, the Company or any Subsidiary has transferred, issued, sold, transferred, licensed, abandoned, let lapsepledged, encumbered or otherwise disposed of any Intellectual Propertyshares of capital stock or other securities of, or other ownership interests in, the Company or any of the Subsidiaries or granted options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of, or other ownership interests in, the Company or any of the Subsidiaries; (o) suffered neither the Company nor any Material Adverse Effect;Subsidiary has effected any recapitalization, reclassification, stock split, combination or like change in the capitalization of the Company or any of the Subsidiaries, or amended the terms of any outstanding securities of the Company or any Subsidiary; and (p) failed neither the Company nor any Subsidiary has agreed to preserve and maintain all Consents required for the conduct any of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action described in this Section 2.10foregoing.

Absence of Certain Changes. Except as and to (a) Since the extent set forth on Schedule 2.10date of the Most Recent Unaudited Financial Statements, each Company Seller has the Group Companies have conducted the Business since December 31, 2013 their respective businesses in the ordinary course and in a manner consistent with past practicespractice, and there has not been any Event that has had, or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on the Group Companies. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller has: (a) suffered any adverse change in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured); (b) made any material change in the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as expressly contemplated by this Agreement, or waived any rights since the date of substantial value; (h) entered into any new line of business;the Most Recent Unaudited Financial Statements, the Group Companies have not: (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) acquired, sold, transferred leased, abandoned, allowed to lapse, licensed, transferred, mortgaged or conveyed assigned any of its properties or assets (whether real, personal or mixedmaterial assets, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than sales of goods or services in the ordinary course of business consistent with past practicespractice; (ii) incurred, assumed, guaranteed or discharged any Liability, including, without limitation, any Indebtedness or mortgages, or otherwise created or permitted to exist any Lien (other than Permitted Liens) on any of their respective assets, other than (except in the case of Indebtedness) in the ordinary course of business consistent with past practice; (iii) canceled, compromised, knowingly waived or released any right or claim (or series of related rights and claims) under Material Contracts or Intellectual Property; (iv) canceled, compromised, knowingly waived or released any right, claim or account receivable involving amounts that exceed $50,000 in the aggregate; (v) failed committed to maintain make any capital expenditure (or series of related capital expenditures) involving amounts that exceed $50,000 in the books and records of the Business in accordance with past practicesaggregate; (wvi) failed suffered any damages to comply or destruction of any tangible assets (whether or not covered by insurance), involving amounts that exceed $50,000 in all respects with all Laws applicable the aggregate; (vii) modified any of their respective certificates of incorporation, bylaws or similar organizational documents; (viii) issued, sold or otherwise permitted to the conduct become outstanding any shares of their respective capital stock, or split, combined, reclassified, repurchased or redeemed any such shares; (ix) made any capital investment in, any loan to, or any acquisition of the Business securities or assets of any other Person other than acquisitions of inventory and supplies in the ownership and use ordinary course of the Acquired Assetsbusiness consistent with past practice; (x) amended its articles failed to maintain in full force and effect insurance policies on their respective properties providing coverage and amounts of incorporation or organization, bylaws or operating agreement, or similar governing documentscoverage comparable to the coverage and amounts of coverage provided under their policies of insurance in effect on the date of the Most Recent Audited Financial Statements; (yxi) made any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or agreed to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, any change in control payment, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any employee, other than increases and payments in the ordinary course of business and in a manner consistent with past practice in the compensation payable to employees (none of whom is a director or officer of the Group Companies); (xii) materially modified or changed any of their respective business organizations or materially and adversely modified or changed their respective relationships with its suppliers, customers and others having business relations with them; (xiii) except as otherwise required by Law, entered into, amended, modified, varied, altered or otherwise changed any of the Plans; (xiv) entered into, modified, terminated, waived, amended or otherwise altered the terms or provisions of any Material Contract outside the ordinary course of business; (xv) abandoned, permitted to lapse or failed to maintain in full force and effect any Company Intellectual Property, or failed to take or maintain reasonable measures to protect the confidentiality of any Intellectual Property used by or for the Group Companies in conducting their respective businesses; (xvi) made, revoked or changed any Tax election, changed any annual Tax accounting period, changed any method of Tax accounting, entered into any change in control, severance, termination or employment agreement or any similar closing agreement with respect to any Company Employee Tax, settlement, concession, compromise or established abandonment of any collective bargainingTax claim or assessment or surrendered any right to claim a Tax refund, bonusfiled any amended Tax Return, profit sharingor consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (xvii) adopted a plan or agreement of complete or partial liquidation, thriftdissolution, compensationmerger, stock optionconsolidation, restricted stockrestructuring, pensionrecapitalization, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employeematerial reorganization; or (zxviii) authorized, agreed, whether resolved or committed to any of the foregoing. (b) Since the Most Recent Unaudited Financial Statements, there has been no Material Adverse Effect on the Group Companies. Despite COVID-19, the Group Companies have been able to continue normal operations, including, without limitation, interacting with clients (both current and prospective), through, in writing or otherwisepart, instituting remote work and travel policies. There has been no material negative impact on the operations, financial results, or, to take any action described in this Section 2.10the Knowledge of the Company, relationships of the Group Companies with their respective customers, suppliers, landlords or Governmental Authorities having jurisdiction over them as a result of COVID-19.

Absence of Certain Changes. Except for matters that would be permitted in accordance with Section 5.01 if they occurred after the date of this Agreement or as and set forth in Schedule B.08, from March 29, 1998 to the extent set forth on Schedule 2.10date of this Agreement, each Company Seller there has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller has:not been any material (a) suffered any adverse change event or occurrence that has had a Material Adverse Effect on the TTS Business, other than those resulting from changes, whether actual or prospective, in its working capital, financial condition, assets, liabilities, business general conditions applicable to the industries in which the TTS Business is involved or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured)general economic conditions; (b) made any material change in damage, destruction or other casualty loss affecting the TTS Business or operations any assets that would constitute Contributed Assets or Transferred Intellectual Property if owned, held or used by Parent or any of the Seller Companies on the date on which the transactions contemplated by Section 2.01 are consummated that has a value in the manner excess of conducting the Business$250,000; (c) incurred other than this Agreement, any Indebtedness transaction or incurred commitment made, or any LiabilitiesContract entered into, except Liabilities by Parent or any Seller Company relating primarily to the TTS Business or any assets that are reflected would constitute Contributed Assets or reserved against in the Financial Statements Transferred Intellectual Property if owned, held or that were incurred since the end used by Parent or any of the last fiscal month prior Seller Companies on the date on which the transactions contemplated by Section 2.01 are consummated (including the acquisition or disposition of any assets) or any termination or amendment by Parent or any Seller Company of any Contract or other right relating primarily to the date hereof for TTS Business, in either case, which would be prohibited by the Financial Statements have been provided in provisions of Section 5.01 of the ordinary course of business and consistent with past practicesAgreement if it were so made, entered, amended or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reservesmodified; (d) paid, discharged any sale or satisfied any Lien or Liabilityother disposition, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, of more than $50,000 individually or waived any rights $250,000 in the aggregate of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (other than the sale of Inventory (including obsolete Inventory whether real, personal or mixed, tangible or intangible), except not made in the ordinary course of business and consistent with past practices; (kbusiness) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursementsbusiness) that would constitute Contributed Assets or Transferred Intellectual Property if owned, but not in excess of $5,000 at held or used by any one time outstandingSeller Companies on the date on which the transactions contemplated by Section 2.01 are consummated; (ne) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed any increase in the compensation of any Intellectual Property;current employee of the TTS Business other than as would be permitted under Section 5.01 and other than nondiscretionary increases pursuant to Employee Plans or Benefit Arrangements disclosed in Schedule B.20 or referenced in Exhibit D; and (of) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct cancellation, compromise, waiver or release by Parent or any Seller Company of the Business as currently conducted any claim or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract right (or any Contract that if in effect as a series of related rights and claims) related to the date hereof would be a Material Contract)TTS Business, other than cancellations, compromises, waivers or releases in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action described in this Section 2.10business.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10Since May 31, each Company 2002, Seller has conducted the Business since December 31, 2013 manufacture and sale of the Products in the ordinary course consistent with past practices. Without limiting the generality of the foregoingpractice and Seller, except as and with respect only to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller hasPurchased Assets: (a) suffered has not created, incurred or assumed (i) any adverse change in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficultyborrowings under capital leases, or suffered (ii) any casualty loss (whether or not insured)obligation which in any material way affect the Purchased Assets; (b) made has not changed in any material change in manner the Business compensation of, or operations agreed to provide additional benefits to, or in the manner of conducting the Businessenter into any employment agreement with, any Employee (as hereinafter defined); (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against has maintained insurance coverage in amounts adequate to cover the Financial Statements or that were incurred since the end reasonably anticipated risks of the last fiscal month prior to business conducted with the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reservesPurchased Assets; (d) paidhas not acquired or agreed to acquire by merging or consolidating with, discharged or satisfied by purchasing any Lien assets or Liabilityequity securities of, or by any other than Liens manner, any business or Liabilities any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, which are reflected acquisition is or reserved against would be material, individually or in the Financial Statements and which were paidaggregate, discharged or satisfied since to the date thereof in the ordinary course of business and consistent with past practices;Purchased Assets. (e) written down has not sold, disposed of or encumbered any of the value of Purchased Assets or licensed any Inventory, or written off as uncollectible Purchased Assets to any notes or accounts receivable or any portion thereof, Person except for write-downs and write-offs the sale of less than $25,000 Inventory (as hereinafter defined) in the aggregatenormal course of business consistent with past practice; (f) authorized or adopted a plan has not engaged in any special promotion which promotes the sale of liquidation or dissolutionInventory with highly discounted terms; (g) cancelled any debts or claims, except as contemplated by with the exception of this Agreement, or waived any rights of substantial value; (h) has not entered into any new line of business; (i) entered into a settlement agreements or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible)commitments relating to the Purchased Assets, except in the ordinary course of business business; (h) has complied in all material respects with all laws and regulations applicable to the Purchased Assets; (i) has not entered into any agreement with any third party for the distribution of any of the Purchased Assets, except in the ordinary course of business; (j) has not changed or announced any change to the Products; (k) has not expanded the use of the Purchased Assets within the organization of Seller beyond any use consistent with Seller's past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statementshas not violated, made any change amended or otherwise changed, in any method way the terms of accounting or accounting practice or any method of income Tax accounting or income Tax electionsthe Contracts; (m) paid, loaned or advanced any amount has not commenced a lawsuit related to or in respect of, involving the Purchased Assets other than (a) for the routine collection of bills; or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangibleb) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder for a breach of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding;this Agreement; or (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of made any Intellectual Property; (o) suffered agreement to do any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action described in this Section 2.10foregoing.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.103.11, each Company Seller has conducted since the Reference Date, neither the Business since December 31, 2013 in (nor the ordinary course consistent Seller with past practices. Without limiting respect to the generality Business) has or will have as of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller hasClosing: (a) suffered any adverse change in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured); (b) made any material change in the Purchased Assets or the Business or operations that, either individually or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilitiesaggregate, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted has had a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (pb) failed suffered any damage, destruction or loss, whether or not covered by insurance, which could reasonably be expected to preserve and maintain all Consents required for have, individually or in the conduct of aggregate, a Material Adverse Effect or materially adversely affect the Business as currently conducted or the ownership and use of the Acquired Purchased Assets; (qc) failed declared or made or agreed to pay the debts, Taxes and other obligations declare or make any distributions of any of the Business or such Party when duePurchased Assets to any stockholder; (rd) failed to collect accounts receivable in a manner consistent with past practicespledged, without discounting such accounts receivablehypothecated or otherwise encumbered any of the Purchased Assets; (se) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform sold or transferred any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than Purchased Assets except in the ordinary course of business consistent with past practices; (vf) failed suffered any material adverse change in its relationships with customers or its Contracts (as defined in Section 3.12); (g) entered or agreed to maintain the books and records enter into any agreement or arrangement granting any preferential rights to purchase any of the Business Purchased Assets except in accordance the ordinary course of business consistent with past practices; (wh) failed placed any orders for materials, merchandise or supplies in exceptional or unusual quantities based upon past operating practices or accepted orders from customers under conditions relating to comply price, terms of payment, time of delivery, or like matters materially different from the conditions regularly and usually specified on acceptance of orders for similar merchandise from customers similarly situated except in all respects the ordinary course of business consistent with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets;past practices; or (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (yi) entered into any change other transaction other than in controlthe ordinary course of business consistent with past practices, severance, termination or employment agreement been involved in any event or experienced any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit condition of any current character, that, either individually or former employee; or (z) agreedin the aggregate, whether in writing could reasonably be expected to have a Material Adverse Effect or otherwise, to take any action described in this Section 2.10materially adversely affect the Purchased Assets.

Absence of Certain Changes. Except as and to the extent set forth disclosed on Schedule 2.10-------------------------- 4.24, each Company Seller since the date of the Company's Audited Financial Statements (i) there has not been any change in, or an event or condition that might reasonably be expected to result in any change in, the business, assets, or prospects of the Company's Business or the ownership or operation of the Company's assets or any Material portion thereof that would have a Material Adverse Effect; (ii) the Company's Business has been conducted the Business since December 31, 2013 only in the ordinary course consistent with past practicespractice; (iii) the Company has not, in respect of its Business, incurred any Material liability, engaged in any Material transaction, or entered into any Material agreement outside the ordinary course of business consistent with past practice; (iv) the Company has not suffered any Material loss, damage, destruction, or other casualty to any of its assets (whether or not covered by insurance); and (v) the Company has not, in respect of its Business, taken any of the actions set forth in Section 7.1(b) except as permitted thereunder. Without limiting the generality of the foregoing, except as and to since September 29, 1996: (i) the extent set forth on Schedule 2.10Company has not sold, since December 31leased, 2013transferred, no Company Seller has: (a) suffered or assigned any adverse change in Material portion of its working capital, financial condition, assets, liabilitiestangible or intangible, business other than for fair consideration in the ordinary course of its business; (ii) the Company has not entered into any Contract, lease, sub- lease, license or prospectssub-license (or series of related contracts, leases, sub- leases, license and sub-licenses) either involving more than $25,000.00 or other than in the ordinary course of its business; (iii) no Person, including the Company, has accelerated, terminated, modified or cancelled any Contract, lease, sub-lease, license or sub-license (or series of related Contracts, leases, sub- leases, licenses and sub-licenses) involving more than $25,000.00 to which the Company is a party or by which it may be bound; (iv) the Company has not permitted or allowed to be imposed upon any of its assets, tangible or intangible, any Lien; (v) the Company has not made any capital expenditures (or series of related capital expenditures) involving more than $100,000.00 in the aggregate; (vi) the Company has not made any capital investment in, any loan to, or any acquisition of, the securities or assets of any other Person (or series of related capital investments, loans, or acquisitions); (vii) the Company has not created, incurred, assumed or guaranteed any Indebtedness (including capitalized lease obligations); (viii) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other liabilities or obligations; (ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights or claims) involving more than $25,000; (x) the Company has not declared, set aside or paid any dividend or distribution with respect to any of its equity securities or redeemed, purchased or otherwise acquired any of its equity securities; (xi) the Company has not experienced any labor difficultydamage, destruction or suffered any casualty loss (whether or not insured); (bcovered by insurance) made to any material change in the Business of its property exceeding $25,000.00 as to any one occurrence or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 100,000.00 in the aggregate; ; (fxii) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) Company has not made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) loan to, or entered into any agreement, arrangement or transaction with, any Shareholder of its Members, managers, officers, or employees giving rise to any other equity holder claim or right on its part against such Person or on the part of such Person against it; (xiii) the Company has not entered into any employment Contracts or collective bargaining agreements, written or oral, or modified the terms of any existing such Contracts or agreements; (xiv) the Company has not granted any increase in the base compensation of any of its managers, officers or employees; (xv) the Company Sellers has not adopted any bonus, profit-sharing, incentive compensation, pension, retirement, medical, hospitalization, life or other insurance, severance or other plan, Contract or commitment for any of its Members, managers, officers, or employees or modified or terminated any existing such plan, Contract or commitment; (xvi) the Company has not made any other change in employment terms for any of its managers, officers or directors employees; (xvii) the Company has not suffered any shortages of any Company Seller, any Affiliates materials or associates of any Company Seller supplies or any of a Company Seller’s respective officers or directorscasualty that has had, or any business or entity in which any of such Persons has any direct or indirect interestwill have, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any a Material Adverse Effect; ; (pxviii) failed the Company has not made or pledged to preserve and maintain all Consents required for the conduct of the Business as currently conducted make any charitable or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), capital contribution other than in the ordinary course of business consistent with past business practices; ; (vxix) failed there has not been any other occurrence, event, incident, action, failure to maintain act or transaction outside the books ordinary course of business involving the Company; and records (xx) the Company has not committed to any of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action described in this Section 2.10foregoing.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10in Part 3.6 of the Disclosure Schedule, each Company since April 30, 2004 and except as required by this Agreement, the Seller has conducted the Business since December 31, 2013 only in the normal and ordinary course in a manner consistent with past practices. Without limiting the generality of the foregoing, except as practice and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller hasthere has not been any: (a) suffered transaction or event that subjected or reasonably could be expected to subject any adverse change in its working capital, financial condition, assets, liabilities, business or prospects, experienced of the Purchased Assets to any labor difficulty, or suffered any casualty loss (whether or not insured)Encumbrance; (b) made amendment in any material change respect or termination of any Assigned Contract, whether written or oral, other than in the Business or operations or in the manner normal and ordinary course of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against material change in the Financial Statements or that were incurred since prices charged by the end of the last fiscal month prior to the date hereof Seller for which the Financial Statements have been provided in the ordinary course of business its products and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reservesservices; (d) paidcancellation or waiver of any claims or rights with a value to the Seller equal to or in excess of $50,000, discharged including any write-off or satisfied other compromise of any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in Receivable of the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practicesSeller; (e) written down the value loss of any Inventory, customer or supplier or the written off as uncollectible indication by any notes customer or accounts receivable supplier of an intention to discontinue or any portion thereof, except for write-downs and write-offs of less than $25,000 in change the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any terms of its properties relationship with the Seller that has had or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions reasonably could be expected to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of have a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (pf) failed to preserve and maintain all Consents required for material change in the conduct of accounting methods used by the Business as currently conducted or the ownership and use of the Acquired AssetsSeller; (qg) failed to pay sale (other than sales of inventory in the debts, Taxes normal and other obligations ordinary course of the Business business), lease or such Party when dueother disposition of any asset or property of the Seller; (rh) failed substantial decline of aggregate sales of the Business; (i) write downs or write ups (or failure to collect accounts receivable write down or write up in a manner accordance with GAAP consistent with past practices, without discounting such accounts receivable; (spractice) discontinued the value of any insurance policies, except as required by applicable Law; (t) failed to perform Material or Supplies or Receivable or revaluations of any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), Purchased Assets other than in the ordinary course of business consistent with past practicespractice and in accordance with GAAP; (vj) failed made any capital expenditure or commitment for any capital expenditure, in each case relating to maintain the books and records Business, in excess of $50,000 individually or $400,000 in the aggregate; (k) change in the methods, practices or timing of the Business Seller’s collection of receivables or payment of payables other than any such changes in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct terms of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employeeunderlying contracts; or (zl) agreedagreement, whether in writing oral or otherwisewritten, by the Seller to take do any action described in this Section 2.10of the foregoing.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 in the Company Reports filed prior to the date hereof, since June 30, 2006, the Company and its Subsidiaries have conducted their respective businesses only in, and have not engaged in any material transaction other than according to, the ordinary and usual course consistent of such businesses. Except, solely with past practices. Without limiting the generality respect to clauses (ii) though (xii) of the foregoingthis Section 5.1(f), except as and to the extent set forth in the Company Reports filed prior to the date hereof, but only to the extent such disclosure is reasonably apparent on Schedule 2.10its face to be applicable to such clauses, since December 31June 30, 20132006, no Company Seller hasthere has not been: (ai) suffered any adverse change in its working capital, the financial condition, properties, assets, liabilities, business or prospectsresults of the operations of the Company or any of its Subsidiaries that, experienced individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (ii) any labor difficultymaterial damage, destruction or suffered any other casualty loss (with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not insuredcovered by insurance, that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (iii) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company or any of its Subsidiaries (except for dividends or other distributions by any direct or indirect wholly owned Subsidiary of the Company to the Company or to any wholly owned Subsidiary of the Company); (biv) made any material change in the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice by the Company or any method of income Tax accounting or income Tax electionsits Subsidiaries; (mv) paidany redemption, loaned repurchase or advanced other acquisition of any amount to shares of capital stock of the Company or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of its Subsidiaries; (vi) any action that, if taken after the date hereof without the prior approval of Parent, would constitute a breach of Section 6.1(xiv) hereof; (vii) any amendment to or change of the certificate of incorporation or bylaws of the Company Sellers or the officers or directors equivalent organizational document of any Company Seller, material Subsidiary of the Company; (viii) any Affiliates incurrence of indebtedness or associates issuance of any debt security or guarantee by the Company Seller or any of a Company Seller’s respective officers or directorsits Subsidiaries, or any business or entity in which any of such Persons has any direct or indirect interesteach case, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in outside the ordinary course of business consistent with past practicespractice; (vix) failed to maintain any payment, discharge, settlement or satisfaction of any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise) outside the books and records ordinary course of the Business in accordance business consistent with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assetspractice; (x) amended its articles any adoption or entrance into a plan of incorporation complete or organizationpartial liquidation, bylaws dissolution, merger, consolidation, acquisition, restructuring, recapitalization or operating agreement, other reorganization of the Company or similar governing documentsany Subsidiary of the Company; (yxi) entered into any a change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employeematerial respect to its debt collection practices; or (zxii) agreed, whether in writing any material Tax election made or otherwise, to take revoked by the Company or any action described in this Section 2.10of its Subsidiaries or any settlement or compromise of any material Tax liability made by the Company or any of its Subsidiaries.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality Section 2.6 of the foregoing, except as and to the extent set forth on Schedule 2.10Seller Disclosure Schedule, since December 31, 20132004, (a) the Sellers have conducted the Business only in the ordinary and usual course of business consistent with past practice, including but not limited to, (i) fabric and production commitments, (ii) inventory, (iii) scheduling and delivery, (iv) customer pricing and shipping arrangements and (v) employment practices, and (b) no Company Seller has: (a) suffered any adverse change in its business, customers, prospects, operations, properties, working capital, condition (financial conditionor otherwise), assets, liabilitiesproperties or Liabilities which resulted in or could result in a Material Adverse Effect, business and there has not been any damage, destruction, loss or prospects, experienced any labor difficulty, other event which resulted in or suffered any casualty loss (whether or not insured)could result in a Material Adverse Effect; (b) made incurred any material change Liabilities except current Liabilities for trade or business obligations in connection with the purchase of goods or services in the Business or operations or in the manner ordinary and usual course of conducting the Businessbusiness consistent with past practice; (c) incurred paid, discharged or satisfied any Indebtedness Liabilities other than the payment, discharge or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided satisfaction in the ordinary and usual course of business and consistent with past practices, or experienced any change practice of current Liabilities incurred in any assumptions underlying or methods the ordinary and usual course of calculating any bad debt, contingency or other reservesbusiness consistent with past practice; (d) paidpermitted or allowed any of its properties or assets (real, discharged personal or satisfied mixed, tangible or intangible) to be subjected to any Lien or LiabilityLiens, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practicesexcept for Permitted Liens; (e) written down the value of any Inventory, inventories or written off as uncollectible any notes or accounts receivable or any portion thereofreceivable, except for write-downs and write-offs in either case, in excess of less than $25,000 in the aggregate15,000; (f) authorized cancelled any debts or adopted a plan of liquidation waived any claims or dissolutionrights; (g) cancelled any debts or claimssold, except as contemplated by this Agreementtransferred, or waived any rights otherwise disposed of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary and usual course of business and consistent with past practice; (h) disposed of or permitted to lapse any Intellectual Property rights, or disposed of or disclosed to any Person, other than representatives of Buyer, any Intellectual Property rights not theretofore a matter of public knowledge; (i) made any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or paid or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, or made any addition to or other change in any retirement, welfare, fringe or severance benefit or vacation plan, to or in respect of any shareholder, director, officer, employee, broker, salesman, distributor or agent; (j) made any material change in its selling, purchasing, pricing, advertising or personnel practices; (k) instituted, settled or agreed to settle any litigation, action or proceeding by or before any Governmental Authority; (l) made any single capital expenditure or commitment in excess of $15,000 for additions to property, plant, equipment or intangible capital assets or made aggregate capital expenditures or and commitments in excess of $100,000 in the aggregate 50,000 for replacements or additions to property, plant, equipment or intangible capital assets; (lm) except as indicated in the Audited Financial Statements, made any change in any method of accounting financial or accounting practice or any method of income Tax accounting or income reporting or financial or Tax elections; (m) paid, loaned accounting or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employeereporting practice; or (zn) agreed, whether in writing or otherwise, to take any action described in this Section 2.102.6.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality Section 3.09 of the foregoing, except as and to the extent set forth on Schedule 2.10Capstead Disclosure Schedule, since December 31September 30, 20131999, no the Company Seller hashas not: (a) suffered any adverse change in its working capital, financial condition, assets, liabilities, business or prospects, experienced Material Adverse Effect and there has not been any labor difficulty, or suffered any casualty loss event (whether occurring before or not insured);after September 30, 1999) that could reasonably be expected to have a Material Adverse Effect on the Company; or (b) made experienced any material change decrease in the Business book value of the assets of the Company from the amounts reflected on the 1999 Third Quarter Balance Sheet, other than decreases resulting from (i) depreciation or operations amortization in accordance with accounting practices in effect at all times since January 1, 1999 or (ii) changes in the manner market value of conducting the Business;Company's mortgage investment portfolio due generally to economic changes in the industry in which the Company conducts business; or (c) incurred any Indebtedness liabilities or incurred obligations of any Liabilitiesnature (whether absolute, accrued, contingent or otherwise and whether due or to become due), except Liabilities that are reflected (i) liabilities or reserved against obligations for rent under the Leases (as defined herein) and (ii) liabilities or obligations for other items incurred in the Financial Statements or that were incurred since the end ordinary course of business of the last fiscal month prior Company and consistent with past practice, none of which other items exceeds $100,000 (considering liabilities or obligations arising from one transaction or a series of similar transactions, and all periodic installments or payments under any lease (other than the Leases and other than repurchase obligations with respect to the date hereof Company's agency security and non-agency security portfolio) or other agreement providing for which periodic installments or payments, as a single obligation or liability); or (d) increased (other than increases resulting from the Financial Statements have been provided calculation of reserves in the ordinary course of business and in a manner consistent with past practicespractice), or experienced any change in any assumptions underlying or methods of calculating calculating, any bad debt, contingency or other reserves;; or (de) paid, discharged or satisfied any Lien claims, encumbrances, liabilities or Liabilityobligations (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than Liens the payment, discharge or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof satisfaction in the ordinary course of business and consistent with past practices;practice of liabilities and obligations reflected or reserved against in the 1999 Third Quarter Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the date thereof; or (ef) written down permitted, allowed or suffered any of the value material assets of the Company, including, without limitation, real property, personal property or any leasehold interest, to be subjected to any mortgage, pledge, lien, encumbrance, restriction or charge of any Inventorykind (except for liens for Taxes (as defined herein) not yet owing), or other than repurchase obligations of the Company incurred in the ordinary course of business; or (g) written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan ordinary course of liquidation or dissolution; (g) cancelled any debts or claimsbusiness, except as contemplated by this Agreementconsistent with past practice, or waived any rights of substantial value;in accordance with GAAP consistently applied; or (h) entered into canceled any new line material amount of business;indebtedness or waived any material claims or rights, except as reserved for in the 1999 Third Quarter Financial Statements; or (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed otherwise disposed of any assets of its properties the Company except in the ordinary course of business and consistent with past practice; or (j) disposed of or assets permitted to lapse any right to the use of any patent, trademark, assumed name, service mark, xxade name, copyright, license or application therefor or disposed of or disclosed to any corporation, association, partnership, organization, business, individual, government or political subdivision thereof or government agency (whether realeach, personal a "PERSON"), any trade secret, formula, process or mixedknow-how not theretofore a matter of public knowledge; or (k) granted any increase in the salary, tangible compensation, rate of compensation, commissions or intangiblebonuses payable to or to become payable by the Company to any officer or director of the Company (including, without limitation, any increase or change pursuant to any bonus, pension, profit-sharing, retirement or other plan or commitment); or (l) granted any increase in the salary, compensation, rate of compensation, commissions of bonuses payable to or to become payable by the Company to any employee of the Company (including, without limitation, any increase or change pursuant to any bonus, pension, profit-sharing, retirement or other plan or commitment), except in the ordinary course of business and consistent with past practices;practice; or (km) paid, loaned or advanced any amount to any officer, director, employee or stockholder of the Company except for amounts advanced to employees of the Company in the ordinary course of business consistent with past practice (none of which advances were loans for personal purposes), or sold, transferred or leased any assets of the Company to, or entered into any agreement (other than this Agreement) or arrangement with, any officer, director, employee or stockholder of the Company (except for agreements or arrangements made in the ordinary course of business and consistent with past practice); or (n) entered into any collective bargaining or labor agreement, or experienced any labor dispute or difficulty; or (o) made any single capital expenditure or commitment in excess of $50,000 for additions to property, plant, equipment or for any other purpose or made aggregate capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets;for any other purpose; or (lp) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections;policy; or (mq) paidsuffered any casualty loss in excess of $50,000 (whether or not insured against) or suffered aggregate casualty losses in excess of $100,000 (whether or not insured against); or (r) issued any additional shares of capital stock of Capstead or the Subsidiaries or any option, loaned warrant, right or advanced any amount to other security exercisable for, convertible into or exchangeable for shares of capital stock of Capstead or the Subsidiaries other than shares of common stock issued upon conversion of outstanding shares of Capstead's preferred stock; or (s) paid dividends on or made other distributions or payments in respect of, of the capital stock of Capstead or sold, transferred or leased any properties or assets the Subsidiaries; or (real, personal or mixed, tangible or intangiblet) to, or entered into any agreement, arrangement or transaction with, any Shareholder or paid its suppliers and other vendors in a manner and time not consistent with past practice other than items in dispute totaling not more than $200,000; or (u) taken any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates action not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees either in the ordinary course of business and consistent with past practices practice or provided for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding;this Agreement; or (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (uv) entered into, terminated into or amended agreed to any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than transaction not in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employeebusiness; or (zw) agreed, whether in writing or otherwise, to take any action described of the actions set forth in this Section 2.103.09.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since (a) Since December 31, 2013 2016 (the “Cutoff Date”), the Company has used commercially reasonable efforts to preserve the Business intact, to keep available to the Company the services of all current officers and employees of the Company and to preserve the goodwill of the suppliers, customers, employees and others having business relations with the Company as of such date. Since the Cutoff Date, the Company has conducted its Business in the ordinary course consistent with past practices. Without limiting the generality course, has maintained its rates and charges without reduction and has maintained its assets and properties in at least as good order and condition as existed on such date, ordinary wear and tear excepted. (b) Except as set forth in Section 3.7(b) of the foregoing, except as and to the extent set forth on Schedule 2.10Disclosure Letter, since December 31the Cutoff Date, 2013, no the Company Seller has: has not: (ai) suffered any adverse change in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficultyin, or suffered the occurrence of any casualty loss events which, individually or in the aggregate, has or have had, or might reasonably be expected to have, a Material Adverse Effect on the Business; (ii) incurred damage to or destruction of any of the Company Assets individually or in the aggregate having a replacement cost in excess of $50,000, whether or not insured); covered by insurance; (b) made any material change in the Business or operations or in the manner of conducting the Business; (ciii) incurred any Indebtedness obligation or incurred any Liabilities, except Liabilities that are reflected liability (fixed or reserved against contingent) not in the Financial Statements or that were incurred since the end Ordinary Course of the last fiscal month prior to the date hereof for which the Financial Statements have been provided Business in the ordinary course excess of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; $50,000; (div) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs downs, write-ups, and write-offs of less than $25,000 in the aggregate; Ordinary Course of Business, none of which is material in amount; (fv) authorized or adopted a plan encumbered any of liquidation or dissolution; the Company Assets with any Liens in addition to Liens in existence as of the Cutoff Date other than Permitted Encumbrances; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (jvi) sold, transferred or conveyed leased any asset that would otherwise have been included in the Company Asset individually having a replacement cost in excess of its properties $20,000, or assets (whether real, personal canceled or mixed, tangible compromised any debt or intangible)material claim, except in the ordinary course of business and consistent with past practices; business; (kvii) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to propertysold, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or soldassigned, transferred or leased granted any properties rights under or assets (realwith respect to any licenses, personal agreements, patents, inventions, trademarks, trade names, copyrights or mixed, tangible formulae or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder with respect to know-how or any other equity holder of intangible asset; (viii) amended or terminated any Contracts which otherwise would have been provided to Purchaser in respect of the Company Sellers Personnel or set forth in Schedule 3.13(a); (ix) waived or released any other rights of material value to the officers Company; (x) declared or directors of paid any Company Sellerdividend on its capital stock, or set apart any Affiliates money for distribution to or associates of for Parent; (xi) compromised any Company Seller account receivable or any of a Company Seller’s respective officers or directors, or portion thereof for less than the face amount thereof; (xii) redeemed any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any portion of its obligations under any Material Contract; capital stock; (uxiii) entered into, terminated or amended the terms of, any Material Contract employment or consulting agreement; or (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (yxiv) entered into any change transactions not in controlthe Ordinary Course of Business which would, severanceindividually or in the aggregate, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for materially adversely affect the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action described in this Section 2.10Business.

Absence of Certain Changes. Except as and to Since the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller hasInterim Balance Sheet Date: (a) suffered the Sellers have conducted the Business in the ordinary course, consistent with past practices (except for actions related to this Agreement), (b) there has not been any adverse change change, occurrence or development in its working capital, the financial condition, properties, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured); (b) made any material change in results of operations of the Business or operations any other change, occurrence or development, of which the Company has Knowledge, which has had, or would, individually or in the manner of conducting the Business;aggregate, reasonably be expected to have, a Material Adverse Effect, (c) incurred there has not been any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any material change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policiesBusiness, except as required by GAAP or applicable Law;Law or as disclosed in the notes to the Financial Statements, (td) failed there has not been any material change in cash management practices and policies, practices and procedures with respect to perform any collection of its obligations under any Material Contract;Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, accrual of Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, (ue) entered into, terminated or amended any Material Contract (or there has not been entry into any Contract that if in effect as of the date hereof would be constitute a Material Contract), (f) there has not been any incurrence, other than assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practices;practice, (vg) failed there has not been any transfer, assignment, sale or other disposition of any of the Transferred Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of business, (h) there has not been any cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Transferred Assets, (i) there has not been any transfer or assignment of or grant of any license or sublicense under or with respect to any Intellectual Property Assets or Intellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice), (j) there has not been any abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the books and records confidentiality or value of any Trade Secrets included in the Intellectual Property Assets, (k) there has not been any material damage, destruction or loss, or any material interruption in use, of any Transferred Assets, whether or not covered by insurance, (l) there has not been any acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit, (m) there has not been any material capital expenditures which would constitute an Assumed Liability, (n) there has not been any imposition of any Liens (other than Permitted Liens) upon any of the Business in accordance with past practices;Transferred Assets, (wo) failed to comply in all respects with all Laws applicable to the conduct there has not been any adoption, modification or termination of the Business or the ownership and use of the Acquired Assets; any: (xi) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in controlemployment, severance, termination retention or employment agreement or any similar other agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or, officer, director, independent contractor or consultant of the Business, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a union, in each case whether written or oral, (zp) agreedthere has not been any purchase, whether lease or other acquisition of the right to own, use or lease any property or assets in writing connection with the Business for an amount in excess of $100,000, individually (in the case of a lease, per annum) or otherwise$500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies in the ordinary course of business consistent with past practice, and (q) the Sellers have not entered into any contract to take do any action described in this Section 2.10of the foregoing.

Absence of Certain Changes. Except as Since the Balance Sheet Date, the Company and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller hasits subsidiaries have not: (a) suffered any adverse Material Adverse Effect (excluding the effects of (i) any change in its working capitalthe trading price of Company Common Stock and (ii) loss of customer relationships after the date hereof as a result of the announcement or pendency of the Transactions; provided that such losses are not from customers who, financial conditionover the immediately preceding 12-month period, assets, liabilities, business constituted greater than 20% of the aggregate revenues from all customers in such period) or prospects, experienced any labor difficulty, event or suffered any casualty loss (whether change which is reasonably likely to have or not insured)constitute such a Material Adverse Effect; (b) made to the knowledge of the Company, incurred any material change in the Business liabilities or operations obligations (absolute, accrued, contingent or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilitiesotherwise), except Liabilities that are reflected or reserved against in the Financial Statements or that were items incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reservespractice; (dc) paid, discharged or satisfied any Lien claims, liabilities or Liabilityobligations (absolute, accrued, contingent or otherwise) other than Liens the payment, discharge or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof satisfaction (i) in the ordinary course of business and consistent with past practicespractice of liabilities and obligations reflected or reserved against in the Company Balance Sheet or (ii) incurred in the ordinary course of business and consistent with past practice since the Balance Sheet Date or (iii) aggregating less than $50,000 since the Balance Sheet Date; (d) permitted or allowed any of their properties or assets (real, personal or mixed, tangible or intangible) to be subjected to any liens, except for liens for current taxes not yet due or liens the incurrence of which would not have a Material Adverse Effect on the Company; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any claims or rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (jf) sold, transferred transferred, or conveyed otherwise disposed of any of its their material properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and business, consistent with past practice; (g) granted any increase in the compensation or benefits of any director, officer, employee or consultant of the Company or its subsidiaries (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation or benefits payable or to become payable to any director, officer, employee or consultant of the Company or its subsidiaries, except in the case of employees other than officers or former officers of the Company or its subsidiaries for such increases in compensation or benefits made in the ordinary course of business, consistent with past practice; (h) made any change in severance policy or practices; (i) made any capital expenditure or acquired any property, plant and equipment for a cost in excess of $650,000 per fiscal quarter in the aggregate, subject to an increase of up to $1,000,000 per fiscal quarter in the aggregate but only with the prior written consent of the Vice President of Finance of Parent for any such expenditures in excess of $650,000; (j) declared, paid or set aside for payment any dividend or other distribution in respect of their respective capital stock or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of the Company or its subsidiaries; (k) made or changed any capital expenditures election relating to Taxes, adopted or commitments changed any accounting method relating to Taxes, entered into any closing agreement relating to Taxes, filed any amended Tax Return, settled or consented to any claim or assessment relating to Taxes, incurred any obligation to make any payment of, or in excess of $100,000 respect of, any Taxes, except in the aggregate ordinary course of business, or agreed to extend or waive the statutory period of limitations for replacements the assessment or additions to property, plant, equipment or intangible capital assetscollection of Taxes; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect ofto, or sold, transferred or leased any material properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, agreement or arrangement or transaction with, any Shareholder of their respective officers, directors or stockholders or any other equity holder affiliate or associate of any of the Company Sellers their officers, directors or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, stockholders except for directors' fees, and compensation to the officers and employees of such Company Seller at rates not exceeding inconsistent with the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with Company or its subsidiaries' past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employeepractice; or (zm) agreed, whether in writing or otherwise, to take any action described in this Section 2.103.5.

Absence of Certain Changes. Except as and to the extent set forth in Section 4.8 of the Constituent Company Disclosure Schedule or as reflected on Schedule 2.10the Financial Statements, since the Balance Sheet Date, (i) each Company Seller of the Constituent Companies and their Subsidiaries has conducted the Business since December 31, 2013 its business in the ordinary course and in a manner consistent with past practices. Without limiting practice, and there has not been any material change in the generality businesses, operations or financial conditions of the foregoingConstituent Companies or any of their Subsidiaries and (ii) through the date hereof, except as and to neither the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller Constituent Companies nor any of their Subsidiaries has: (a) suffered acquired, sold, leased, transferred, mortgaged or assigned any adverse change in its working capital, financial condition, assets, liabilitiestangible or intangible, for an amount that exceeds $500,000 in the aggregate or any business, other than acquisitions or sales of assets or services in the ordinary course of business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured)consistent with past practice; (b) made incurred, assumed, guaranteed or discharged any material change Indebtedness, in an amount that exceeds $500,000 in the Business or operations or aggregate, except in the manner ordinary course of conducting business consistent with past practice which, for the Businessavoidance of doubt, includes incurrence of Indebtedness in relation to (i) maintenance, repairs, refurbishments and replacements required to maintain the classification of any of the Vessels owned, leased or chartered to or by the Constituent Companies or any of their Subsidiaries; (ii) drydocking of any of the Vessels owned or leased by the Constituent Companies or any of their Subsidiaries for maintenance, repair, refurbishment or replacement purposes in the ordinary course of business; and (iii) any expenditures which will or may reasonably be expected to be recoverable from insurance on such Vessels; (c) incurred taken any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided action other than in the ordinary course of business and consistent with past practicespractice, to pay, discharge, settle or experienced satisfy any change in any assumptions underlying material claim or methods of calculating any bad debt, contingency or other reservesmaterial Liability; (d) paidagreed to incur capital expenditures in excess of $500,000 individually or in the aggregate; (e) modified its certificate of incorporation or bylaws or similar organizational documents; (f) issued, discharged sold or satisfied otherwise permitted to become outstanding any Lien Equity Securities, or Liabilitysplit, combined, reclassified, repurchased or redeemed any of its Equity Securities; (g) entered into or amended any Material Contract or any other agreement which by its terms would require consent to the Contemplated Transactions by the other Party or Parties to such agreement (unless consent to the Contemplated Transactions is granted by the counterparty in writing at the time such agreement is entered into); (h) (iii) entered into any Contract that purports to limit, curtail or restrict the kinds of businesses which the Constituent Companies may conduct, or the Persons with whom they can compete; (i) other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value practice, entered into or adopted or materially amended or terminated any Constituent Company Personnel Contract with a base salary or severance amount, as applicable, of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less more than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding250,000; (j) soldhad any actual or overtly threatened employee strikes, transferred work stoppages, slowdowns or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practiceslockouts; (k) made except as otherwise required by Law, entered into, amended, adopted, modified, varied, altered, terminated or otherwise changed any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assetsPlans; (l) except as indicated in the Audited Financial Statementsadopted a plan or agreement of complete or partial liquidation, made any change in any method of accounting dissolution, merger, consolidation, restructuring, recapitalization or accounting practice or any method of income Tax accounting or income Tax electionsother material reorganization; (m) paidexcept as set forth on Section 4.8(m) of the Constituent Company Disclosure Schedule, loaned acquired by merger or advanced any amount to consolidation with, or by purchasing a substantial equity interest in respect or substantial portion of the assets of, any Person, corporation, limited liability company, partnership joint venture, association or sold, transferred other business organization or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstandingdivision thereof; (n) solddivested, transferred, licensed, abandoned, let lapse, encumbered sold or otherwise disposed of of, or encumbered any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct asset of the Business as currently conducted Constituent Companies or the ownership and use their Subsidiaries (including Equity Securities of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material ContractConstituent Companies’ Subsidiaries), other than in the ordinary course of business consistent with past practicespractice; provided that the sale or other disposition of any barge or towboat, except for scrapping of vessels, shall not be considered to be in the ordinary course of business; (vo) failed to maintain the books and records incurred any material damage, destruction or casualty loss, or any material interruption in use, affecting any Vessel or other material asset of the Business in accordance with past practicesConstituent Companies, whether or not covered by insurance; (wp) failed to comply in all respects with all Laws applicable to materially increased the conduct compensation of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organizationConstituent Company Employees, bylaws or operating agreement, or similar governing documents; (y) entered into other than as required by any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employeeLaws; or (zq) authorized, agreed, whether in writing resolved or otherwise, committed to take any action described in this Section 2.10of the foregoing.

Absence of Certain Changes. Except as and to Since the extent set forth on Schedule 2.10date of the Balance Sheet, each the Company Seller has conducted the Business since December 31, 2013 operated its business in the ordinary course consistent with past practicespractice and in a commercially reasonable manner, and has maintained its relationships with customers, vendors, suppliers, employees, agents and others in a commercially reasonable manner, and there has not occurred any event, development or change, and no facts or circumstances exist, which, individually or in the aggregate, have had or could be reasonably expected to have a Material Adverse Effect. Without limiting the generality of the foregoingimmediately preceding sentences, and except as and to the extent set forth on Schedule 2.10in Section 4.18 of the Disclosure Schedule, since December 31the date of the Balance Sheet, 2013, no the Company Seller hashas not: (ai) suffered amended or otherwise modified its Organizational Documents or altered, through merger, liquidation, reorganization, restructuring or in any adverse other fashion, its corporate structure or ownership; (ii) issued or sold, or authorized for issuance or sale, or granted any options or made other agreements, arrangements or understandings of the type referred to in Section 4.2(b) with respect to, any shares of its capital stock or any other of its securities, or altered any term of any of its outstanding securities or made any change in its working capitaloutstanding shares of capital stock or other ownership interests or its capitalization, financial conditionwhether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise; (iii) mortgaged, pledged or granted any security interest in any of its assets, liabilitiesexcept Permitted Encumbrances and security interests solely in tangible personal property granted pursuant to any purchase money agreement, business conditional sales contract or prospectscapital lease under which, experienced solely with respect to conditional sales contracts and capital leases, there exists an aggregate future liability not in excess of $25,000 per contract or lease (which amount was not more than the purchase price for such personal property and which security interest does not extend to any labor difficulty, other item or suffered any casualty loss (whether or not insureditems of personal property); (biv) declared, set aside, made or paid any material change in the Business dividend or operations other distribution to any holder with respect to its capital stock or in the manner of conducting the Businessother securities; (cv) incurred redeemed, purchased or otherwise acquired, directly or indirectly, any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency its capital stock or other reservessecurities; (dvi) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in increased the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course compensation of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible)non-executive employees, except in the ordinary course of business and consistent with past practicespractice and in a commercially reasonable manner, or increased the compensation of any of its executive officers; (kvii) adopted or, except as required by Law, amended, any Employee Benefit Plan; (viii) extended, terminated or modified any Contract, permitted any renewal notice period or option period to lapse with respect to any Contract or received any written notice of termination of any Contract, except for terminations of Contracts upon their expiration during such period in accordance with their terms; (ix) incurred or assumed any indebtedness for borrowed money or guaranteed any obligation or the net worth of any Person, except for endorsements of negotiable instruments for collection in the ordinary course of business consistent with past practice and in a commercially reasonable manner; (x) incurred any liabilities, debts or obligations (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business consistent with past practice and in a commercially reasonable manner; (xi) incurred any liability, debt or obligation (whether absolute, accrued, contingent or otherwise) to or of any Affiliated Person, or made any capital expenditures Affiliate Loans; (xii) discharged or commitments satisfied any Encumbrance other than those then required to be discharged or satisfied during such period in accordance with their original terms; (xiii) paid any obligation or liability (absolute, accrued, contingent or otherwise), whether due or to become due, except for any current liabilities and the current portion of any long term liabilities shown on the Financial Statements or incurred since the date of the Balance Sheet in the ordinary course of business consistent with past practice and in a commercially reasonable manner; (xiv) sold, transferred, leased to others or otherwise disposed of any assets having a fair market value in excess of $100,000 25,000, except sales of inventory and dispositions of obsolete assets no longer used or useful in the aggregate for replacements or additions to propertybusiness of the Company, plant, equipment or intangible capital assetsin each case in the ordinary course of business consistent with past practice and in a commercially reasonable manner; (lxv) except as indicated in the Audited Financial Statementscancelled, made waived or compromised any change in any method of accounting debt or accounting practice or any method of income Tax accounting or income Tax electionsclaim; (mxvi) paidsuffered any damage or destruction to, loaned or advanced any amount to or in respect loss of, or sold, transferred condemnation or leased eminent domain proceeding relating to any of its tangible properties or assets (real, personal whether or mixed, tangible or intangiblenot covered by insurance); (xvii) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder lost the employment services of any of the Company Sellers employee whose annual salary exceeded $50,000; (xviii) made any loan or the officers or directors of advance to any Company SellerPerson, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers other than travel and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and other similar routine advances to employees in the ordinary course of business and consistent with past practices for travel practice and expense disbursements, but not in excess of $5,000 at any one time outstandinga commercially reasonable manner; (nxix) sold, transferred, licensed, abandoned, let lapse, encumbered purchased or otherwise disposed acquired any capital stock or other securities of any Intellectual Propertyother corporation or any ownership interest in any other business enterprise or Person; (oxx) suffered any Material Adverse Effectmade capital expenditures or capital additions or betterments in amounts which exceeded $2,000 in the aggregate; (pxxi) failed changed its method of accounting or its accounting principles or practices, including any policies or practices with respect to preserve the establishment of reserves for work-in-process and maintain all Consents required for accounts receivable, utilized in the conduct preparation of the Business Financial Statements, other than as currently conducted or the ownership and use of the Acquired Assetsrequired by GAAP; (qxxii) failed instituted or settled any litigation or any legal, administrative or arbitration action or proceeding before any court or Governmental Body relating to pay the debts, Taxes and other obligations it or any of the Business its properties or such Party when dueassets; (rxxiii) failed made any new elections or changed any current elections with respect to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivableits Taxes; (sxxiv) discontinued entered into any insurance policies, except as required by applicable Lawtransaction with any Affiliated Person; (t) failed to perform any of its obligations under any Material Contract; (uxxv) entered intointo any agreements, terminated commitments or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract)contracts, other than except those made in the ordinary course of business consistent with past practicespractice and in a commercially reasonable manner; (vxxvi) failed to maintain the books reserves at historical levels and records of the Business in accordance consistent with past practices;practice; or (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (yxxvii) entered into any change in control, severance, termination or employment agreement or commitment to do any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for of the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action described in this Section 2.10foregoing.

Absence of Certain Changes. Except as and to the extent set forth on disclosed in Schedule 2.105.12, each Company Seller has conducted the Business since December 31, 2013 2004, there has not occurred any event or development that, individually or together with other such events, has had a Material Adverse Effect. Except as disclosed in Schedule 5.12, since December 31, 2004, the Business has been conducted only in the ordinary course consistent with past practicescustom and practice, and has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice. Without limiting the generality limitation of the foregoing, foregoing and except as and to the extent set forth on Schedule 2.105.12, since December 31, 2013, no Company Seller has2004: (a) suffered Seller has not, to Seller’s Knowledge after reasonable investigation, with respect to the business: (i) incurred any adverse change liabilities or obligations except current liabilities or obligations for trade payables in its working capital, financial condition, assets, liabilities, connection with the purchase of goods or services in the ordinary and usual course of business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured)consistent with past custom and practice; (bii) made paid, discharged or satisfied any material change liabilities other than the payment, discharge or satisfaction in the Business or operations or in the manner ordinary course of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are business consistent with past practice of liabilities reflected or reserved against in the Financial Statements or that were current liabilities incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided December 31, 2004 in the ordinary and usual course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reservespractice; (diii) paid, discharged permitted or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed allowed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any their properties or assets (real, personal or mixed, tangible or intangible) to, to be subjected to any Encumbrances (other than Permitted Encumbrances); (iv) purchased any asset (whether or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary and usual course of business and consistent with past practices practice) for travel and expense disbursements, but not a cost in excess of $5,000 at any one time outstanding75,000; (nv) soldmodified, transferredamended or terminated any Contract to the extent that it involves in excess of $75,000 or waived, licensed, abandoned, let lapse, encumbered released or otherwise disposed of assigned any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted material rights or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations claims under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than except in the ordinary course of business consistent with past practicespractice. (vi) received notification that any client, customer or supplier who paid Seller or received from Seller at least $50,000 in revenue in 2004 or $20,000 in the five months ending May 31, 2005 will (i) stop or decrease in any respect the rate of business done with the Business, (ii) make any or seek to make any other alteration to its relationship with the Business or Buyer or (iii) seek to have any agreement, arrangement, contract or commitment amended or otherwise modified in a manner that has the effect of reducing the margins of the Business or Buyer or otherwise adversely affects the Business or Buyer; (vvii) failed permitted any material insurance policy naming Seller as a beneficiary or a loss payee to maintain be cancelled or terminated, except those that expired according to their terms; (viii) written down the value of any inventories or written off as uncollectible any accounts receivable, except in the ordinary course of business consistent with past practice; (ix) canceled any debts or waived any material claims or rights except in the ordinary course of business consistent with past practice; (x) except for obligations of Seller under existing Contracts, made, or permitted any other Person to make, any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or paid or agreed or promised to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, to or in respect of any officer, employee or consultant of Seller, or made or granted any increase in, or established, amended or terminated, any existing plan, program, policy or arrangement, including, without limitation, any Benefit Plan or arrangement, or adopted any new Benefit Plan or arrangement or entered into any new collective bargaining agreement or other union contract or arrangement or multiemployer plan that was not generally applicable to all of Seller’s employees; (xi) made, or directed any other Person to make, any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or paid or agreed or promised to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, to or in respect of any of the agents of Seller set forth on Schedule 5.12(xi); (xii) adopted or made any change in any method of financial or Tax accounting or reporting or financial or Tax accounting or reporting practice, except as required by GAAP, or made or changed any Tax elections; (xiii) conducted the cash management customs and practices (including the timing of collection of receivables and payment of payables and other current liabilities) and maintained the books and records of the Business other than in accordance the ordinary and usual course of business consistent with past practicespractice; (wxiv) failed to comply made any loans or advances to, or guarantees for the benefit of, or entered into any similar transaction with any employee, officer, director or shareholder of a Seller other than in the ordinary and usual course of business consistent with past practice. (xv) borrowed any money (other than trade payables or other current expenses, all respects in the ordinary and usual course of business consistent with all Laws applicable to the conduct of the Business past practice) or the ownership and use of the Acquired Assetsissued any bonds, debentures, notes or other corporate securities evidencing money borrowed; (xxvi) amended its articles suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of incorporation material value, whether or organization, bylaws or operating agreement, or similar governing documents;not covered by insurance; and (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (zxvii) agreed, whether in writing or otherwise, to take any action described of the foregoing actions. (b) Seller has not with respect to the Business: (i) sold, transferred, or otherwise disposed of any of its properties or assets (real, personal or mixed, tangible or intangible), except for sales of assets or inventory in this Section 2.10the ordinary and usual course of business consistent with past practice; (ii) sold, assigned, transferred, abandoned or permitted to lapse any Permits or any portion thereof, or any of the Intellectual Property or other intangible assets, disclosed any material confidential information or trade secret to any person or granted any license or sublicense of any rights under or with respect to any Intellectual Property or other intangible assets; (iii) made any single capital expenditure or commitment in excess of $50,000 or made aggregate capital expenditures and commitments in excess of $100,000; or (iv) hired or terminated any employee (whether or not in the ordinary course of business) who has an annual salary in excess of $75,000.

Absence of Certain Changes. Except as and to the extent set forth Previously Disclosed on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.103.6, since December 31, 20132005 through the date of this Agreement, no the Business has been conducted in the ordinary course of business, and there has not been any event, occurrence, development or state of circumstances or facts which has had a Material Adverse Effect. In addition, except as Previously Disclosed on Schedule 3.6, since December 31, 2005 through the date of this Agreement, each Company Seller hashas not: (a) suffered any adverse change conducted its operations other than in its the ordinary course of business, including with respect to maintenance of working capitalcapital balances, financial conditionincurrence of intercompany charges, collection of accounts receivable, payment of employee compensation, payment of accounts payable, repair and maintenance of properties and assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured)cash management practices and performance under Contracts generally; (b) made suffered any material change theft, damage, destruction, casualty or loss to the Assets in amounts outside of the Business ordinary course of business, whether or operations or in the manner of conducting the Businessnot covered by insurance; (c) incurred cancelled, compromised, waived or released any Indebtedness right or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract)claim, other than in the ordinary course of business consistent with past practices(including customer credits and adjustments and lien waivers in the ordinary course of business); (vd) failed borrowed any amount or incurred, assumed or become subject to maintain the books and records any Indebtedness in excess of $100,000 or subjected any portion of the Business in accordance with past practicesAssets to any Encumbrance (other than Permitted Encumbrances); (we) failed sold, leased, licensed, sublicensed, assigned or transferred any portion of the Assets, or abandoned or permitted to comply lapse any Company Intellectual Property, other than (i) in all respects with all Laws applicable the ordinary course of business or (ii) a transfer of Assets by the Seller or any of its Affiliates to either Company in order to transfer such Assets to the conduct of the Business or the ownership and use of the Acquired Assetsappropriate Company; (xf) amended its articles entered into, amended, terminated or cancelled any Material Contract other than in the ordinary course of incorporation or organization, bylaws or operating agreement, or similar governing documentsbusiness; (yg) materially varied its capital expenditures from the 2006 capital expenditure budget that was posted in Section 8 in the data room for the Transactions as of December 11, 2006; (h) entered into any change employment Contract or collective bargaining agreement pertaining to Employees, written or oral, or modified the terms of any such existing Contract, in controleach case, severanceoutside the ordinary course of business; (i) adopted, termination amended, modified or employment agreement or terminated any similar agreement with any Company Employee or established any collective bargaining, bonus, profit profit-sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, terminationincentive, severance or other plan, trust fund, policy program or arrangement for the benefit of any current Employees (or former employeetaken any such action with respect to any other of the Company Employee Benefit Plan) other than in the ordinary course of business and other than with respect to employees of the Seller and its Affiliates generally; (j) made any material change in employment terms for any Employees outside the ordinary course of business, including granting any increase in the base compensation of any Employees outside the ordinary course of business; or (zk) agreed, whether in writing committed or otherwise, agreed to take any action described in this Section 2.10of the foregoing.

Absence of Certain Changes. Except Since December 31, 2003, except (i) as and to the extent set forth on Schedule 2.103.1(k), each Company Seller has conducted (ii) for the execution and delivery of this Agreement and changes in Seller’s properties or Medicaid Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and attributable to the extent set forth on Schedule 2.10transactions contemplated or necessitated by this Agreement, since December 31, 2013, no Company Seller hasand (iii) as disclosed in Seller’s Interim Financial Statements as previously delivered or to be delivered to Buyer: (ai) suffered any adverse change in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or Seller has not insured); (b) made any material change in its accounting methods or practices or its present fiscal year with respect to its condition, operations, the Business Medicaid Business, the Assets, or operations or the Assumed Liabilities, except as may be required by statutory accounting principles, in which case Seller has promptly notified Buyer in writing of the manner nature of conducting and reason for the Businesschange; (cii) incurred Seller has not executed, amended, or terminated any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against contract which would adversely affect (either in the Financial Statements aggregate or that were incurred since individually) the end Medicaid Business to which it is or was a party or by which any of the last fiscal month prior Assets are bound or affected; amended, terminated or waived any of its rights thereunder; or received notice of termination, amendment, or waiver of any contract or any material rights thereunder; (iii) Seller has not permitted any Lien on the Assets; (iv) Seller has (A) conducted its Medicaid Business in a commercially prudent manner, as a going concern and in the ordinary course and consistent with such operation, complied in all material respects with applicable legal and contractual obligations, consistent with past practice; (B) used commercially reasonable efforts, consistent with past practice, to preserve the date hereof for which the Financial Statements have been provided in goodwill of its Medicaid Members and its employees; and (C) not taken any action outside of the ordinary course of business which would reasonably be expected to cause Medicaid Members to disenroll from Seller’s Medicaid Business. (v) Seller has not made or granted any increase in the terms or conditions of compensation payable or to become payable by Seller (or for which Seller or Buyer may have any liability) to any Medicaid Provider with respect to the Medicaid Business other than changes in the Ohio Medicaid Fee Schedules and consistent changes in the transfer pricing agreement between Seller and Summa Health System Hospitals; (vi) Seller has not failed to pay any medical claim liability or indebtedness relating to the Medicaid Business when due and all such claim liabilities have been properly recorded on the books of Seller; (vii) Seller has not suffered (involuntarily or voluntarily), with past practicesrespect to the Medicaid Business, any adverse changes in condition (financial or otherwise), results of operations, earnings, properties, prospects, or experienced business (including, without limitation, any change in any assumptions underlying or methods of calculating any bad debt, contingency its premium or other reservesrevenues, claims or other costs (including IBNR Expenses), or relations with governmental authorities, Medicaid Members, Medicaid Providers, or any of its employees, agents, underwriters, or others); (dviii) paidSeller has not incurred or paid any indebtedness, discharged obligation or satisfied any Lien other liability (contingent or Liability, other than Liens or Liabilities which are reflected or reserved against in otherwise) relating to the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible)Medicaid Business, except in the ordinary course of business and its business, consistent with its past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change practice and in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but event not in excess of $5,000 at 75,000 in the aggregate, and there does not exist a set of circumstances that could reasonably be expected to result in any one time outstandingsuch indebtedness, obligation or liability; (nix) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) Seller had not suffered any Material Adverse Effect; (p) failed strike, dispute, grievance, controversy or other similar labor trouble with respect to preserve and maintain all Consents required for employees serving the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired AssetsMedicaid Business; (x) amended its articles of incorporation or organizationSeller has not instituted, bylaws or operating agreementsettled, or similar governing documentsagreed to settle, any litigation, action or proceeding before any Governmental Entity relating to the Medicaid Business; (yxi) Seller has not made any changes in servicing, billing or collection operations or policies of the Medicaid Business; (xii) Seller has not merged or consolidated with any other corporation or other entity or permitted any other entity to merge into it (unless the surviving entity is bound by the terms of this Agreement and prepared to perform its obligations hereunder); (xiii) Seller has not taken or omitted to take any action, or permitted the occurrence of any change or event, which would render any of its representations and warranties contained herein untrue at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date; and (xiv) Seller has not entered into any change in control, severance, termination or employment agreement or made any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, commitment to take any of the types of action described in this Section 2.103. l(k)(i) through Section 3.1(k)(xiii) above.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since Since December 31, 2013 2014 (the “Interim Date”), there has not been any Material Adverse Effect and no event has occurred or circumstance exists that reasonably could result in any such Material Adverse Effect. Since the ordinary course consistent with past practices. Without limiting Interim Date, the generality of the foregoing, except as and to the extent set forth on Schedule 2.10, since December 31, 2013, no Company Seller has: (a) suffered not sold, leased, transferred or assigned any adverse change asset, other than for fair consideration in the Ordinary Course of Business or made any distributions of any assets (cash or otherwise) to any of its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured)Affiliates; (b) made not sold, leased, transferred or assigned any material change of its assets, tangible or intangible, other than the sale or transfer of inventory or immaterial assets for fair consideration in the Business or operations or in the manner Ordinary Course of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided in the ordinary course of business and consistent with past practices, or not experienced any change in any assumptions underlying material damage, destruction or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, loss other than Liens ordinary wear and tear (whether or Liabilities which are reflected not covered by insurance) to its property or reserved against assets in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course excess of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 5,000 in the aggregate; (d) not entered into any Contract (or series of reasonably related Contracts, each of which materially relates to the underlying transaction as a whole) involving more than $5,000 or that cannot be terminated without penalty on less than six months’ notice, with the exception of inventory purchase orders; (e) not accelerated, terminated, modified or cancelled any Contract or Permit (or series of reasonably related Contracts or Permits) involving more than $5,000 annually to which the Company is a party or by which it or its assets is bound, and the Company has not received notice that any other party to such a Contract or Permit (or series of reasonably related Contracts or Permits) has accelerated, terminated, modified or cancelled the same; (f) authorized not had an Encumbrance (other than Permitted Encumbrances) imposed upon it or adopted a plan any of liquidation or dissolutionits assets; (g) cancelled not (i) made any debts capital expenditure (or claimsseries of related capital expenditures) either involving more than $5,000, except as contemplated by this Agreementfor certain software development expenditures, or waived outside the Ordinary Course of Business (ii) failed to make any rights scheduled capital expenditures or investments when due, or (iii) made any capital investment in, any loan to, or any acquisition of substantial valuethe securities or assets of, any other Person (or series of related capital investments, loans or acquisitions) involving more than $5,000; (h) entered into not delayed or postponed the payment of accounts payable and other Liabilities, accelerated the collection of accounts receivable, in either case outside the Ordinary Course of Business, or altered any new line of businessaccounting method or practice; (i) entered into a settlement not issued, created, incurred or compromise assumed any Indebtedness (or series of any pending related Indebtedness) involving more than $5,000 in the aggregate or threatened Proceedingdelayed or postponed the payment of accounts payable or other Liabilities beyond the original due date; (j) soldnot canceled, transferred compromised, waived or conveyed released any right or claim (or series of its properties related rights or assets claims) or any Indebtedness (whether realor series of related Indebtedness) owed to it, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practicesany case involving more than $5,000; (k) not issued, sold or otherwise disposed of any of its capital stock, or granted any options, warrants or other rights to acquire (including upon conversion, exchange or exercise) any of its capital stock or declared, set aside, made or paid any dividend or distribution with respect to its capital expenditures stock (whether in cash or commitments in excess kind) or redeemed, purchased or otherwise acquired any of $100,000 in the aggregate for replacements its capital stock or additions to property, plant, equipment or intangible capital assetsamended any of its Organizational Documents; (l) except as indicated in not (i) conducted the Audited Financial StatementsBusiness outside the Ordinary Course of Business, (ii) made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) loan to, or entered into any agreement, arrangement or other transaction with, any Shareholder of its directors, officers or employees on terms that would not have resulted from an arms-length transaction, (iii) entered into any other equity holder employment Contract or modified the terms of any existing employment Contract, (iv) granted any increase in the compensation of any of its directors, officers or employees (including, without limitation, any increase pursuant to any bonus, pension, profit-sharing or other plan or commitment), or (v) adopted, amended, modified or terminated any Employee Benefit Plan or other Contract for the Company Sellers benefit of any of its directors, officers or employees; (m) not made, rescinded or changed any Tax election, changed any Tax accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim, assessment or Liability, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the officers or directors payment of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstandingTax; (n) soldnot had any Proceeding commenced nor, transferredto the Company’s Knowledge, licensedthreatened or anticipated relating to or affecting the Company, abandoned, let lapse, encumbered the Business or otherwise disposed of any Intellectual Propertyasset owned or used by it; (o) not suffered (i) any Material Adverse Effectloss of any material customer, distribution channel, sales location or source of supply of raw materials, inventory, utilities or contract services or the receipt of any notice that such a loss may be pending, or (ii) any occurrence, event or incident related to the Company outside of the Ordinary Course of Business; (p) failed to preserve and maintain all Consents required for not estimated or recorded any Contract Loss in any single instance of more than $5,000 or any Contract Losses in the conduct aggregate of the Business as currently conducted or the ownership and use of the Acquired Assetsmore than $20,000; (q) failed to pay not entered into any capital or operating leases, except for that certain office lease by and between the debtsCompany and Maple Commerce Center GP, Taxes and other obligations dated as of the Business or such Party when due;Mxxxx 0, 0000 (rx) failed not obtained or sought to collect accounts receivable obtain any Permit, other than Permits obtained or sought in a manner consistent connection with past practices, without discounting such accounts receivable;the new building leased pursuant to the office lease referenced in clause (q) of this Section 4.6; or (s) discontinued any insurance policies, except as required by applicable Law; (t) failed not agreed or committed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employee; or (z) agreed, whether in writing or otherwise, to take any action described in this Section 2.10foregoing.

Absence of Certain Changes. Except as contemplated by -------------------------- this Agreement and except as set forth in Section 3.9 of the Company Disclosure Schedule or in the Company SEC Documents filed prior to the extent set forth on Schedule 2.10, each Company Seller has conducted the Business since December 31, 2013 in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as and to the extent set forth on Schedule 2.10date hereof, since December 31, 20132000 (the "Balance Sheet Date"), no each of the Company Seller and each ------------------ Company Subsidiary has conducted its respective business only in the ordinary course of business consistent with past practice, except as would not reasonably be expected to have a Company Material Adverse Effect. From the Balance Sheet Date through the date of this Agreement, neither the Company nor any Company Subsidiary has: (a) (i) suffered any adverse change in its working capital, financial condition, assets, liabilities, business or prospects, experienced any labor difficultyCompany Material Adverse Change, or suffered (ii) become aware of any casualty loss (whether or not insured)circumstances that would reasonably be expected to cause the Company to suffer any Company Material Adverse Change in the foreseeable future; (b) made incurred any liabilities or obligations (absolute, accrued, contingent or otherwise) except non-material change items incurred in the Business or operations or in the manner ordinary course of conducting the Businessbusiness consistent with past practice, none of which exceeds $300,000; (c) incurred paid, discharged or satisfied any Indebtedness claim, liability or incurred any Liabilitiesobligation (whether absolute, except Liabilities that are accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice, of liabilities and obligations reflected or reserved against in the Financial Statements Balance Sheet or that were incurred in the ordinary course of business consistent with past practice since the end Balance Sheet Date; (d) permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any Encumbrance, except for liens for (i) current taxes not yet due (ii) the last fiscal month prior interests of lessors under operating leases, (iii) purchase money liens or the interests of lessors under capital leases so long as such lien attaches only to the date hereof for which asset purchased or acquired and the Financial Statements have been provided proceeds thereof, (iv) liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of business and consistent not in connection with past practicesthe borrowing of money, (v) liens arising from deposits made in connection with obtaining worker's compensation or other unemployment insurance, (vi) liens or deposits to secure performance of bids, tenders, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof leases incurred in the ordinary course of business and consistent not in connection with past practices;the borrowing of money, (vii) liens granted as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business, (viii) Encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, provided that such items do not impair the use of such property for the purposes intended, and none of which is violated by existed or proposed structures or land use, (ix) statutory liens created by any leasehold interest in property, and (x) liens set forth in Section 3.9(d) of the Company Disclosure Schedule (collectively, "Permitted --------- Encumbrances"); ------------ (e) written down the value of any Inventory, inventory (including write-downs by reason of shrinkage or xxxx-down) or written off as uncollectible any notes or accounts receivable or any portion thereofreceivable, except for write-downs and write-offs of less than $25,000 in the aggregateordinary course of business consistent with past practice; (f) authorized cancelled any debts or adopted a plan waived any claims or rights of liquidation or dissolutionmaterial value; (g) cancelled any debts or claimssold, except as contemplated by this Agreementtransferred, or waived any rights otherwise disposed of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practicespractice; (kh) disposed of or permitted to lapse any rights to the use of any Intellectual Property (as defined in Section 3.17), or disposed of or disclosed (except as necessary in the conduct of its business) to any person other than representatives of Parent any trade secret, formula, process, know-how or other Owned Intellectual Property (as defined in Section 3.17) not theretofore a matter of public knowledge; (i) except in the ordinary course of business consistent with past practice, granted any increase in the compensation or benefits of officers or employees (including any such increase pursuant to any bonus, pension, profitsharing or other plan, agreement or commitment) or any increase in the compensation or benefits payable or to become payable to any officer or employee, except in the ordinary course of business consistent with past practice, and no such increase is required by any agreement or understanding; (j) made any single capital expenditure or commitment in excess of $300,000 for additions to property, plant, equipment or intangible capital assets or made aggregate capital expenditures or and commitments in excess of $100,000 in the aggregate 600,000 for replacements or additions to property, plant, equipment or intangible capital assets; (k) declared, paid or set aside for payment any dividend or other distribution in respect of its capital stock or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of the Company or any Company Subsidiary; (l) except as indicated in the Audited Financial Statements, (i) made any change in any method of the accounting methods used by it materially affecting its assets, liabilities or business, except for such changes required by GAAP or (ii) made any Tax election or changed any Tax election already made, adopted any Tax accounting practice method, changed any Tax accounting method, entered into any closing agreement or settled any claim or assessment relating to Taxes or consented to any claim or assessment relating to Taxes or any method waiver of income Tax accounting the statute of limitations for any such claim or income Tax electionsassessment; (m) paid, loaned or advanced any amount to or in respect ofto, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, agreement or arrangement or transaction with, any Shareholder of its officers or directors or any other equity holder affiliate or associate of any of the Company Sellers or the its officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for directors= fees, and compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practices; (v) failed to maintain the books and records of the Business in accordance with past practices; (w) failed to comply in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assets; (x) amended its articles of incorporation or organization, bylaws or operating agreement, or similar governing documents; (y) entered into any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, trust fund, policy or arrangement for the benefit of any current or former employeepractice; or (zn) agreed, whether in writing or otherwise, to take any action described in this Section 2.10section.

Absence of Certain Changes. Except as and Since the Balance Sheet Date to the extent set forth on Schedule 2.10date of this Agreement, each Company Seller has conducted the Company and the Business since December 31, 2013 in the ordinary course of business consistent with past practicespractice and there has not been any Event that, individually or together with all other Events, has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Without limiting the generality of the foregoing, except as and pursuant to the extent set forth on Schedule 2.10Reorganization, since December 31the Balance Sheet Date to the date of this Agreement, 2013, no neither the Company Seller nor the Business has: (a) suffered acquired (including by merger, consolidation or acquisition of stock), sold, leased, transferred, disposed of, mortgaged or assigned any adverse change in its working capital, financial condition, assets, liabilitiestangible or intangible, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured); (b) made any material change with a fair market value in excess of $2,500,000 in the Business aggregate, other than sales of goods or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the Financial Statements have been provided services in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reservespractice; (db) paidincurred, assumed, guaranteed or discharged or satisfied any Lien or Liability, other than Liens including any Indebtedness or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) made any capital expenditures or commitments in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (l) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (m) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of any of the Company Sellers or the officers or directors of any Company Seller, any Affiliates or associates of any Company Seller or any of a Company Seller’s respective officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of such Company Seller at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $5,000 at any one time outstanding; (n) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (o) suffered any Material Adverse Effect; (p) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; (q) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (r) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (s) discontinued any insurance policies, except as required by applicable Law; (t) failed to perform any of its obligations under any Material Contract; (u) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract)mortgages, other than in the ordinary course of business consistent with past practicespractice; (vc) failed to maintain the books canceled, compromised, knowingly waived or released any material right or claim (or series of related rights and records of the Business in accordance with past practicesclaims) under any Material Contract, or any other material right or claim; (wd) failed committed to comply make any capital expenditure (or series of related capital expenditures) involving amounts that exceed $2,500,000 in all respects with all Laws applicable to the conduct of the Business or the ownership and use of the Acquired Assetsaggregate; (xe) amended its articles suffered any damages to or destruction or loss of incorporation or organization, bylaws or operating agreement, or similar governing documentsany tangible assets (if not covered by insurance) involving amounts that exceed $2,500,000 in the aggregate; (yf) entered into implemented any material change in any method of accounting or accounting practice, except as required by GAAP or as disclosed in the Financial Statements; (g) implemented any material change to its cash management practices or its policies, practices or procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) incurred any Lien, other than any Permitted Lien, upon its properties, Equity Interests or assets, tangible or intangible (including the Transferred Assets); (i) made any capital investment in, any loan to, or any acquisition of the securities or assets of any other Person other than extensions of credit to customers and acquisitions of inventory and supplies in the ordinary course of business consistent with past practice; (j) made any material change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or materially increased or agreed to materially increase, conditionally or otherwise, any bonus, incentive, retention or other compensation, any change in control, severance, termination or employment agreement or any similar agreement with any Company Employee or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pensioncontrol payment, retirement, deferred compensationwelfare, employmentfringe or severance benefit or vacation pay, termination, severance to or other plan, trust fund, policy or arrangement for the benefit in respect of any current or former employeeEmployee; or (zk) agreedauthorized, whether in writing agreed or committed (on a contingent basis or otherwise, ) to take any action described in this Section 2.10of the foregoing.