Common use of Absence of Certain Changes Clause in Contracts

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16, since December 31, 2007, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiary. Since December 31, 2007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defined). For purposes of this Agreement, “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16Documents, since December 31, 20072005, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31, 20072005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defined). For purposes of this Agreement, “"Insolvent” " means (i) the present fair saleable value of the Company’s 's assets is less than the amount required to pay the Company’s 's total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16Since January 1, since December 31, 20072006, there has been no material adverse change and no material adverse or development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries that has had or could reasonably be expected to have a Material Adverse Effect. Since December 31January 1, 20072006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or business, (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000500,000 or (iv) waived any material rights with respect to any Indebtedness or other rights in excess of $100,000 owed to it. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company Closing will not be be, Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(j), “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(o)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except Other than as disclosed set forth in the SEC Documents or on as set forth in Schedule 2.163(l), since December 31, 2007the date of the Company's most recent SEC Documents, there has been no material adverse change and no material adverse development in the businessdevelopment, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiarywhich constitutes a Material Adverse Effect. Since December 31, 20072004, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000500,000 outside of the ordinary course of business. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defined)Insolvent. For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person, (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(s)) (other than any future lease liabilities as such exist on the Company’s total indebtedness, contingent or otherwisedate hereof), (ii) the Company Person is unable to pay its debts and liabilitiesliabilities (other than any future lease liabilities as such exist on the date hereof), subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts (other than any future lease liabilities as such exist on the date hereof) that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16Since June 30, since December 31, 20072006, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), or results of operations or prospects of the Company or its SubsidiaryCompany. Since December 31June 30, 20072006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(k), “Insolvent” means means, with respect to any Person (as defined in Section 3(q)), (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(q)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is currently proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16Documents, since December 31, 20072005, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company MSMI or its Subsidiarysubsidiaries. Since December 31, 20072005, the Company MSMI or Guarantor has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company MSMI has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company MSMI 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. After giving effect to the transactions contemplated hereby to occur at the Closing, the Company MSMI will not be Insolvent (as hereinafter defined). For purposes of this Agreement, “Insolvent” means (i) the present fair saleable value of the CompanyMSMI’s assets is less than the amount required to pay the CompanyMSMI’s total indebtedness, contingent or otherwise, (ii) the Company MSMI is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company MSMI intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company MSMI has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16Documents, since December 31, 20072005, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31, 20072005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defined). For purposes of this Agreement, “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16, since Since December 31, 20072015, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31, 20072015, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that its any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, will not be, after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means means, with respect to any Person, (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16, since Since December 31, 20072014, there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31, 20072014, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company, individually, and the Company and its Subsidiaries, on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the any Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person, (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in the Company’s total indebtedness, contingent or otherwiseNotes), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December March 31, 20072022, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December Except as disclosed in Schedule 3(l), since March 31, 20072022, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000100,000 outside the ordinary course of business. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person (as defined in Section 3(s), (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed set forth in the SEC Documents or on Schedule 2.16Documents, since December 31, 2007the date of the Company’s most recent audited financial statements contained in a Form 10-Q, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operationsoperations (including results thereof), condition (financial or otherwise), results of operations ) or prospects of the Company or any of its SubsidiarySubsidiaries. Since December 31the date of the Company’s most recent audited financial statements contained in a Form 10-Q, 2007, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had except as disclosed in the SEC Documents, made any capital expenditures, individually or in the aggregate, in excess outside of $100,000the ordinary course of business. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that its any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at on the Closingdate hereof, the Company will not be Insolvent (as hereinafter defined). For purposes of this Agreement, “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16, since Since December 31, 20072005, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20072005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000500,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means means, with respect to any Person (as defined in Section 3(s)), (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16, since December 31, 2007, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiary. Since December 31, 2007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do soproceedings. After giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defined). For purposes of this Agreement, “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16, since December 31, 20072008, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiary. Since December 31, 20072008, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defined). For purposes of this Agreement, “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, except as disclosed in the SEC Documents or on Schedule 2.16, since December 31, 2007filed subsequent to such Form 10-K, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operationsoperations (including results thereof), condition (financial or otherwise), results of operations ) or prospects of the Company or its SubsidiaryCompany. Since December 31, 2007the date of the Company’s most recent audited financial statements contained in a Form 10-K, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 assets outside of the ordinary course of business or (iii) had made any material capital expenditures, individually or in the aggregate, in excess outside of $100,000the ordinary course of business. The Company has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company Closing will not be be, Insolvent (as hereinafter defineddefined below). For purposes of this Agreement, “Insolvent” means means, (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwiseIndebtedness (as defined below), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, matured or (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conductedcapital.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16, since Since December 31, 20072013, there has been no material adverse change and no material adverse event, occurrence or development that has had or that could reasonably be expected to result in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiarya Material Adverse Effect. Since December 31, 20072013, except as otherwise disclosed in the Memorandum, neither the Company nor its Subsidiary has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had other than expenditures made in connection with the transactions contemplated by this Agreement and reflected as offering expenses in the Memorandum, made any capital expenditures, individually or in the aggregate, in excess outside of $100,000the ordinary course of business. The Neither the Company nor its Subsidiary has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or its Subsidiary have any knowledge or reason to believe that its any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After As of the date hereof and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defined). For purposes of this Agreement, “Insolvent” means (i) the present fair saleable value of the Company’s assets of the Company and its Subsidiary, taken as a whole, is less than the amount required to pay the Company’s and its Subsidiary’s total indebtedness, contingent or otherwiseIndebtedness (as defined below), (ii) the Company is unable and its Subsidiary are able to pay its their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends and its Subsidiary do not intend to incur or believes believe that it they will incur debts that would be beyond its their ability to pay as such debts mature or mature, and (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged and its Subsidiary, taken as such business is now conducted and is proposed to be conducteda whole, are solvent under Israeli law.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31, 20072006, there has been no material adverse change and no material adverse development Material Adverse Effect. Except as disclosed in the business, properties, operations, condition (financial or otherwiseSchedule 3(l), results of operations or prospects of the Company or its Subsidiary. Since since December 31, 20072006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means means, with respect to any Person (as defined in Section 3(s), (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31November 16, 20072005, there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31Except as disclosed in Schedule 3(l), 2007since November 16, 2005, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually individually, in excess of $100,000, or in the aggregate, in excess of $100,000250,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means means, with respect to any Person (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (ivi v) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except Since the date of the most recent quarterly report on Form 10-Q, except as specifically disclosed in the SEC Documents or on Schedule 2.16, since December 31, 2007filed not later than 10 days prior to the date hereof, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), ) or results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31, 2007the date of the most recent quarterly report on Form 10-Q and except as specifically disclosed in the SEC Documents filed not later than 10 days prior to the date hereof, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 1,000,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,0001,000,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, matured or (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conductedmature.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31, 20072014, there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries; provided, however, that the financial statements include a going concern paragraph and the conditions giving rise to the going concern qualification are continuing. Since Except as disclosed in Schedule 3(l), since December 31, 20072014, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge proceedings. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of any fact which would reasonably lead a creditor to do so. After the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means means, with respect to any Person, (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted; provided, however, that as reflected in the Company’s unaudited financial statement included in the Company’s Form 10-Q report for the quarter ended June 30, 2015, (i) the Company’s total assets were $40,602, (ii) current and total liabilities were $472,142, (iii) the Company had a stockholders’ deficit of $431,540, and (iv) the Company does not anticipate that at September 30, 2015, there will be any positive change in its financial condition.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16, The Company represents that since December 31, 20072023, there has been no material adverse change and no material adverse development in the businessassets, properties, operations, condition (financial or otherwise), results of operations or prospects financial condition of the Company or its Subsidiary. Since December 31, 2007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000taken as a whole. The Company has not taken any steps with any governmental agency or authority or any other regulatory or self-regulatory agency or authority to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason reasonable basis to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After As of the Bridge Note Closing, the Company is not, and, as of the Convertible Note Closing, after giving effect to the transactions contemplated hereby to occur at the Convertible Note Closing, the Company New Adagio will not be Insolvent (as hereinafter defineddefined herein). For purposes of this AgreementSection , “Insolvent” means means, with respect to any person (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company such person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and maturedmatured in the ordinary course, (iiiii) the Company such person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature in the ordinary course or (iviii) the Company such person has unreasonably small capital with which to conduct the business in which it is engaged engaged, as such business is now conducted conducted. For purposes of the foregoing, the amount of any contingent liability at any time shall be computed as the amount that, in light of all facts and is proposed circumstances existing at the time, represents the amount that could reasonably be expected to be conductedbecome an actual liability.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31June 30, 20072005, there nothing has been no material adverse change and no material adverse development occurred that could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the business, properties, operations, condition (financial or otherwiseSchedule 3(l), results of operations or prospects of since June 30, 2005, neither the Company or nor any of its Subsidiary. Since December 31, 2007, the Company Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 250,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000500,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the ClosingClosing will not, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means means, with respect to any Person (as defined in Section 3(s)) (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31, 20072006, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20072006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person (as defined in Section 3(s), (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31, 20072005, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20072005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” " means with respect to any Person, (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(k)(i), since December 31, 20072019, there has been no material adverse change and no material adverse development Material Adverse Effect. Except as disclosed in the business, properties, operations, condition (financial or otherwiseSchedule 3(k)(ii), results of operations or prospects of the Company or its Subsidiary. Since since December 31, 20072019, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor to the Company’s Knowledge does the Company have or any knowledge or reason to Subsidiary believe that its any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company and its Subsidiaries as a whole are not, as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(k), “Insolvent” means means, with respect to any Person, (iw) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(q)), (iix) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iiiy) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (ivz) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31, 20072002, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial condition, or otherwise), results of operations or prospects of the Company or its any Subsidiary. Since December 31, 20072002, the Company has not (i) declared or paid any dividendsdividends (other than in connection with the Company's 3% Cumulative Convertible Preferred Stock), (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000500,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company, after giving effect to the transactions contemplated hereby to occur at the each Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” "INSOLVENT" means (i) the present fair saleable value of the Company’s 's assets is less than the amount required to pay the Company’s 's total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as specifically disclosed in the SEC Documents or on Schedule 2.16filed not later than 10 days prior to the date hereof, since December 31, 20072004, there has been no material adverse change and no material adverse development in the business, properties, assets, operations, condition (financial or otherwise), results of operations operations, financial condition or prospects of the Company or its SubsidiaryCompany. Since December 31September 30, 20072005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 500,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000500,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company, is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means means, with respect to any Person (as defined in Section 3(r)), (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(r)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16, since Since December 31, 20072004, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiaryCompany. Since Except as disclosed in Schedule 3(l), since December 31, 20072004, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means means, with respect to any Person (as defined in Section 3(s)), (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16, since December 31, 20072009, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiary. Since December 31, 20072009, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defined). For purposes of this Agreement, “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except Since the date of the last audited financial statements included in the SEC Documents, except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31, 2007, (i) there has been no material adverse change or development that has had a Material Adverse Effect, and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiary. Since December 31, 2007, ii) the Company has not (iA) declared or paid any dividends, (iiB) sold any assets, individually or in the aggregate, in excess of $50,000 250,000 outside of the ordinary course of business or (iiiC) had capital expenditures, individually or in the aggregate, in excess of $100,000250,000. The Company has not taken any steps to seek protection pursuant to filed a petition or commencement of a proceeding under any bankruptcy law nor does and, to the Company Company’s knowledge, none of the Company’s creditors have any knowledge or reason to believe that its creditors intend to initiate initiated involuntary bankruptcy proceedings or any against the Company and the Company does not have actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person (as defined in Section 3(s)), (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(k), since December 31, 20072004, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 3(k), since December 31, 20072004, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 500,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000500,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(k), “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(r)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and or is proposed about to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.164.9, since December 31, 20072008, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 4.9, since December 31, 20072008, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 25,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,00025,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 4.9, “Insolvent” means means, with respect to any Person (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 4.16), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163.16, since December 31, 20072005, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiarysubsidiaries. Since December 31, 20072005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defined). For purposes of this Agreement, “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16, since December Since March 31, 2007, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December Except as disclosed in Schedule 3(l), since March 31, 2007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means means, with respect to any Person (as defined in Section 3(s)), (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31June 30, 2007, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31Except as disclosed in Schedule 3(l), since June 30, 2007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person (as defined in Section 3(s)) (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16, since December 31, 20072005, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiary. Since December 31, 20072005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defined). For purposes of this Agreement, “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the Company’s SEC Documents or on and in Schedule 2.164.9, since December 31, 20072009, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed the SEC Documents and in Schedule 4.9, since December 31, 20072009, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 25,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,00025,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 4.9, “Insolvent” means means, with respect to any Person (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 4.16), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31, 20072006, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20072006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means with respect to any Person, (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16Documents, since December 31, 2007, 2006 there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of Material Adverse Effect. Neither the Company or nor any of its Subsidiary. Since December 31, 2007, the Company Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the ClosingClosing will not, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person (as defined in Section 3(s)) (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(k), since December 31, 20072014, there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 3(k), since December 31, 20072014, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(k), “"Insolvent” means " means, with respect to any Person, (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(r)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16Since June 30, since December 31, 20072020, there has been no material adverse change to, and no material adverse development in in, the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31June 30, 20072020, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any material assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had material capital expenditures, individually or in the aggregate, in excess outside of $100,000the ordinary course of business. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a any such creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3.1(j), “Insolvent” means means, with respect to any Person, (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwise, (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16, since December 31, 2007, there There has been no material adverse change and no material adverse development in the businessassets, properties, operations, condition (financial or otherwise), results of operations or prospects financial condition of the Company or its SubsidiaryNew Adagio taken as a whole. Since December 31, 2007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company New Adagio has not taken any steps with any governmental agency or authority or any other regulatory or self-regulatory agency or authority to seek protection pursuant to any bankruptcy law nor does the Company New Adagio have any knowledge or reason reasonable basis to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After giving effect to the transactions contemplated hereby to occur at the Convertible Note Closing, the Company will not be Insolvent (as hereinafter defineddefined herein). For purposes of this AgreementSection 6.7, “Insolvent” means means, with respect to any person (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company such person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and maturedmatured in the ordinary course, (iiiii) the Company such person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature in the ordinary course or (iviii) the Company such person has unreasonably small capital with which to conduct the business in which it is engaged engaged, as such business is now conducted conducted. For purposes of the foregoing, the amount of any contingent liability at any time shall be computed as the amount that, in light of all facts and is proposed circumstances existing at the time, represents the amount that could reasonably be expected to be conductedbecome an actual liability.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16, since Since December 31, 20072005, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or and its SubsidiarySubsidiaries taken as a whole. Since December 31, 20072005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,0001,500,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16SCHEDULE 3(L), since December 31, 20072005, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in SCHEDULE 3(L), since December 31, 20072005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” "INSOLVENT" means with respect to any Person, (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed Since September 30, 2010, there has not been any event or condition of any character which has materially adversely affected, or may be expected to materially adversely affect, the Company’s business or prospects, including, but not limited to any material adverse change in the SEC Documents condition, assets, Liabilities (existing or on Schedule 2.16, since December 31, 2007contingent) or business of the Company from that shown in the Financial Statements. As of the date hereof, there has been no material adverse change and no material adverse development changes or developments in the business, properties, operations, condition (financial or otherwise), results of operations ) or prospects of the Company that have resulted, or its Subsidiary. Since December 31, 2007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregatecould reasonably be expected to result, in excess of $50,000 outside of a material adverse effect on the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000Company. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 4(e), “Insolvent” means means, with respect to the Company, (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent Liabilities (existing or otherwisecontingent), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in Schedule 3(l) or in the SEC Documents or on Schedule 2.16Documents, since December 31, 2007the date of the Company’s most recent audited financial statements contained in a Form 10-K, there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), or results of operations or prospects of the Company or its SubsidiaryCompany. Since December 31Except as disclosed in Schedule 3(l), 2007since 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 not (i) declared or paid any dividendsdividends on its Common Stock, (ii) except as disclosed in the SEC Documents, sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) except as set forth in Schedule 3(l) or in the SEC Documents, had capital expenditures, individually or in the aggregate, in excess of $100,000. The Except as set forth in Schedule 3(l), neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, or (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conductedmature.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16Documents, since December 31September 30, 2007, 2010 there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiary. Since December 31September 30, 20072010, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defined). For purposes of this Agreement, “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31, 20072006, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), or results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20072006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means means, with respect to any Person (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except Since January 1, 2003, except as disclosed in the SEC Documents or on Schedule 2.16, since December 31, 20073(l), there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31January 1, 20072003, the Company has not not: (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 250,000 outside of the ordinary course of business business, or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,0001,000,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(k), “Insolvent” means "INSOLVENT" means: (i) the present fair saleable value of the Company’s 's assets is less than the amount required to pay the Company’s 's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(r) below), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature mature, or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed included in the SEC Documents or on Schedule 2.16Documents, since December the Company’s quarterly report on Form 10-Q for the period ended August 31, 2007, 2011 (the “Quarterly Statement Date”) there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31the Quarterly Statement Date, 2007, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis are not as of the date hereof and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(k), “Insolvent” means means, with respect to any Person) (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(r)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except Since December 31, 2020 (the “10-K Date”), and other than as disclosed in the SEC Documents or on Schedule 2.16, since December 31, 2007Documents, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operationsoperations (including results thereof), condition (financial or otherwise), results of operations ) or prospects of the Company or any of its SubsidiarySubsidiaries taken as a whole. Since December 31the 10-K Date, 2007, neither the Company nor any of its Subsidiaries has not (i) declared or paid taken any dividends, (ii) sold any assets, individually or in action that if taken after the aggregate, in excess of $50,000 outside date hereof would require the consent of the ordinary course Purchaser pursuant to Section 5.1(b). Neither the Company nor any of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law applicable Law relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge Knowledge or reason to believe that its any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge Knowledge of any fact which would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and, after giving effect to the transactions contemplated hereby to occur at by the ClosingDefinitive Documents, will not be, Insolvent. Neither the Company will nor any of its Subsidiaries has engaged in any business or in any transaction, and does not be Insolvent (as hereinafter defined). For purposes of this Agreementplan to engage in any business or in any transaction, “Insolvent” means (i) the present fair saleable value of for which the Company’s or such Subsidiary’s remaining assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31June 30, 20072005, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiaryCompany. Since December 31Except as disclosed in Schedule 3(l), 2007since June 30, 2005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the applicable Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” " means (i) the present fair saleable value of the Company’s 's assets is less than the amount required to pay the Company’s 's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on in Schedule 2.163(o), since December 31, 20072006, there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), ) or results of operations or prospects of the Company or its Subsidiary. Since December 31subsidiaries, 2007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000taken as a whole. The Company has not 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. After The Company and its subsidiaries, on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the each Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(o), “"Insolvent” means " means, with respect to any Person (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(v)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except Other than as disclosed set forth in the SEC Documents or on Schedule 2.16Documents, since December 31, 2007the date of the Company’s most recent SEC Documents, there has been no material adverse change and no material adverse development development, which constitutes a Material Adverse Effect as defined in the business, properties, operations, condition (financial or otherwise), results Section 3(a) of operations or prospects of the Company or its Subsidiarythis Agreement. Since December 31, 20072004, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,00050,000 outside of the ordinary course of business. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the each Closing, the Company will not be Insolvent (as hereinafter defined)Insolvent. For purposes of this AgreementSection 3(l), “Insolvent” means means, with respect to any Person, (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31July 2, 20072004, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), ) or results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31Except as disclosed in Schedule 3(l), 2007since July 2, 2004, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000500,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After Except as disclosed in Schedule 3(l), the Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person (as defined in Section 3(s)), (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16Documents, since December 31, 20072006, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31, 20072005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defined). For purposes of this Agreement, “"Insolvent” " means (i) the present fair saleable value of the Company’s 's assets is less than the amount required to pay the Company’s 's total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed with reasonable specificity in the SEC Documents filed at least ten days prior to the date of this Agreement or on as disclosed in Schedule 2.163(l), since December March 31, 2007, 2001 there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise)condition, results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December During the period beginning on and including April 1, 2001 and ending on and including March 31, 20072002, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 5,000,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,00040,000,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions transaction contemplated hereby to occur at the Closinghereby, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” " means (i) the present fair saleable value of the Company’s 's assets is less than the amount required to pay the Company’s 's total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December August 31, 20072005, there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiaryCompany. Since December Except as disclosed in Schedule 3(l), since August 31, 20072005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business assets or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” "INSOLVENT" means (i) the present fair saleable value of the Company’s 's assets is less than the amount required to pay the Company’s 's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16Documents, since December 31, 20072005, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiarysubsidiaries. Since December 31, 20072005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defined). For purposes of this Agreement, “"Insolvent” " means (i) the present fair saleable value of the Company’s 's assets is less than the amount required to pay the Company’s 's total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as specifically disclosed in the SEC Documents or on Schedule 2.16filed not later than 10 days prior to the date hereof, since December 31, 20072003, there has been no material adverse change and no material adverse development in the business, properties, assets, operations, condition (financial or otherwise), results of operations operations, financial condition or prospects of the Company or its SubsidiaryCompany. Since December 31September 30, 20072004, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 500,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000500,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company, is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means means, with respect to any Person (as defined in Section 3(r)), (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(r)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31, 20072002, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial condition, or otherwise), results of operations or prospects of the Company or its any Subsidiary. Since December 31, 20072002, the Company has not (i) declared or paid any dividendsdividends (other than in connection with the Company's 3% Cumulative Convertible Preferred Stock), (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000500,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company, after giving effect to the transactions contemplated hereby to occur at the each Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(k), “Insolvent” "INSOLVENT" means (i) the present fair saleable value of the Company’s 's assets is less than the amount required to pay the Company’s 's total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 3127, 20072003, there has been no material adverse change and no material adverse development in the business, properties, operations, financial condition (financial or otherwise), results of operations or prospects of the Company or and its SubsidiarySubsidiaries, taken as a whole. Since Except as disclosed in Schedule 3(l), since December 3127, 20072003, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 3,000,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,0003,000,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31, 20072006, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20072006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person, (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16Documents, since December 31, 2007, 2009 there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiary. Since December 31, 2007, 2009 the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defined). For purposes of this Agreement, “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31, 20072010, there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20072010, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge Knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined in this Section 3(l)). For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person, (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is currently proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16, since Since December 31, 20072003, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries; provided, that any adjustments to the carrying value of the Company's tangible or intangible assets on its balance sheets (resulting from its periodic review in connection with its annual audit) relating to the potential transition by the Company to alternative battery constructions shall not be deemed to constitute a breach of this Section 3(1). Since December 31, 20072003, the Company has not (i) declared or paid any dividendsdividends (other than on its Series C Preferred Stock, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or as disclosed in the SEC Documents or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,0001,500,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(1), “Insolvent” "INSOLVENT" means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iiiii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iviii) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in Schedule 3(l) or as set forth in the SEC Documents or on Schedule 2.16Documents, since December 31, 20072014, there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20072014, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person, (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in Since the date of the latest audited financial statements included within the SEC Documents or on Schedule 2.16, since December 31, 2007Documents, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31Except as disclosed in Schedule 3(l), 2007since the date of the latest audited financial statements included within the SEC Documents, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 250,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000250,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means means, with respect to any Person (as defined in Section 3(s)), (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.165.1(j), since December 31, 20072003, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31, 20072003, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 250,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000250,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company each Closing will not be be, Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(j), “"Insolvent” " means (i) the present fair saleable value of the Company’s 's assets is less than the amount required to pay the Company’s 's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 5.1(q)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31, 20072001, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiary. Since December 31, 20072001, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000500,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company, after giving effect to the transactions contemplated hereby to occur at the each Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” " means (i) the present fair saleable value of the Company’s 's assets is less than the amount required to pay the Company’s 's total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December July 31, 20072013, there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December Except as disclosed in Schedule 3(l), since July 31, 20072013, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person, (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16, since Since December 31, 20072005, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), or results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31Except as disclosed in Schedule 3(k), 2007since January 1, 2006, the Company has not (i) declared or paid any dividends, (ii) sold . Neither the Company nor any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defined)Insolvent. For purposes of this AgreementSection 3(k), “"Insolvent” means " means, with respect to any Person (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iiiii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or mature, (iviii) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is currently proposed to be conductedconducted or (iv) the present saleable value of such person's assets is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(q)).

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16, since Since December 31, 20072015, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiaryCompany. Since December 31, 20072014, the Company has not other than in the ordinary course of business consistent with past practice (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding-up nor does the Company nor any Subsidiary have any knowledge or reason to believe that any of its respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means means, with respect to any Person, (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(v)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31June 30, 20072005, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiaryCompany. Since December 31Except as disclosed in Schedule 3(l), 2007since June 30, 2005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the applicable Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” " means (i) the present fair saleable value of the Company’s 's assets is less than the amount required to pay the Company’s 's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(r)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31September 30, 20072006, there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or and its SubsidiarySubsidiaries, taken as a whole. Since December 31Except as disclosed in Schedule 3(l), 2007since September 30, 2006, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000250,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the ClosingClosing will not, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person (as defined in Section 3(s)) (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16Since November 30, since December 31, 20072003, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiary. Since December 31, 2007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000Material Adverse Effect. The Company has not taken any steps steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closinghereby, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(g), “Insolvent” "INSOLVENT" means (i) the present fair saleable value of the Company’s 's assets is less than the amount required to pay the Company’s 's total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur incur, prior to August 31, 2006, or believes that it will incur incur, prior to August 31, 2006, debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted. Except as disclosed in SCHEDULE 3(G), since November 30, 2003, the Company has not declared or paid any dividends or sold any assets outside of the ordinary course of business or had capital expenditures, individually or in the aggregate, in excess of $100,000.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(j), since December 31, 20072003, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31, 20072003, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 250,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000250,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company each Closing will not be be, Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(j), “"Insolvent” " means (i) the present fair saleable value of the Company’s 's assets is less than the amount required to pay the Company’s 's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(q)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(k), since December 31, 20072015, there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 3(k), since December 31, 20072015, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the any Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(k), “Insolvent” means means, with respect to any Person, (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(r)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in any SEC Documents that were filed with the SEC Documents at least five (5) days prior to the date of this Agreement or as disclosed on Schedule 2.163(g) of the Company Disclosure Schedule, since December 31, 20072019, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiary. Since December 31, 2007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000Material Adverse Effect. The Company has not taken any steps steps, and the Company currently does not expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its the creditors of the Company intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company is not as of the date hereof, nor after giving effect to the transactions contemplated hereby to occur at the Closinghereby, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(g), “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur incur, prior to December 31, 2022, or believes that it will incur incur, prior to December 31, 2022, debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted. Except as disclosed in Schedule 3(g) of the Company Disclosure Schedule, since December 31, 2019, the Company has not declared or paid any dividends or sold any assets outside of the ordinary course of business, individually or in the aggregate, in excess of $20,000. Except as disclosed in Schedule 3(g) of the Company Disclosure Schedule, since December 31, 2019, the Company has not had any capital expenditures outside the ordinary course of its business in excess of $20,000.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31, 2007, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 2007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,0003,000,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason reasonable basis to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means means, with respect to any Person (as defined in Section 3(s)) (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and maturedmatured in the ordinary course, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature in the ordinary course or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged engaged, as such business is now conducted and conducted, or which it is proposed about to be conductedengaged.

Absence of Certain Changes. Except Since the filing date of the Company’s registration statement and prospectus as disclosed set forth in the SEC Documents or on Part I of Schedule 2.16, since December 31, 20073(l), there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiaryCompany. Since Except as disclosed in Part II of Schedule 3(l), since December 31, 20072002, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000500,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwiseIndebtedness(as defined in Section 3(s)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31September 30, 20072002, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), or results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31, 20072001, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,0001,300,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the each Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” "INSOLVENT" means (i) the present fair saleable value of the Company’s 's assets is less than the amount required to pay the Company’s 's total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except Since December 31, 1997, except as disclosed in the SEC Documents or on Schedule 2.16, since December 31, 2007Documents, there has been no material adverse change and no material adverse development in the business, properties, operations, prospects, condition (financial or otherwise), or results of operations or prospects of the Company or its SubsidiaryCompany. Since December 31, 20071997, except as disclosed in the SEC Documents, neither the Company nor any of its subsidiaries has not (i) declared incurred or paid become subject to any dividends, material liabilities (iiabsolute or continent) sold any assets, individually or except liabilities incurred in the aggregate, in excess of $50,000 outside of the ordinary course of business consistent with past practices; (ii) discharged or satisfied any material obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business consistent with past practices; (iii) had declared or made any payment or distribution of cash or other property to stockholders with respect to its capital expendituresstock, individually or purchased or redeemed, or made agreements to purchase or redeem, any shares of its capital stock; (iv) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the aggregateordinary course of business consistent with past practices; (v) suffered any substantial losses or waived any rights of material value, whether or not in excess the ordinary course of $100,000business, or suffered the loss of any material amount of existing business; (vi) made any changes in employee compensation except in the ordinary course of business consisted with past practices; or (vii) experienced any material problems with labor or management in connection with the terms and conditions of their employment. The Company has not taken any steps steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company 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. After giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defined). For purposes of this Agreement, “Insolvent” means (i) the present fair saleable value of against the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in Schedule 4.9 or in the SEC Documents or on Schedule 2.16Documents, since December 31, 20072008, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 4.9 or in the SEC Documents, since December 31, 20072008, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 25,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,00025,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 4.9, “Insolvent” means means, with respect to any Person (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 4.16), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December March 31, 20072008, there nothing has been no material adverse change and no material adverse development occurred that could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the business, properties, operations, condition (financial or otherwiseSchedule 3(l), results of operations or prospects of since March 31, 2008, neither the Company or nor any of its Subsidiary. Since December 31, 2007, the Company Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 250,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000250,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means means, with respect to any Person (as defined in Section 3(s)) (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16SCHEDULE 3(L), since December March 31, 20072005, there has been no material adverse change Material Adverse Effect and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31, 20072003, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 300,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000300,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After giving effect to The Company is not as of the transactions contemplated hereby to occur at the Closing, the Company will not be date hereof Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” "INSOLVENT" means (i) the present fair saleable value of the Company’s 's assets is less than the amount required to pay the Company’s 's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(r)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, or (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conductedmature.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(k), since December 31, 20072002, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries, except for continued losses in operating results as have been publicly disclosed. Since December 31, 20072002 and except as set forth on Schedule 3(k), the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 1,000,000 outside of the ordinary course of business business, except for the sale of a revenue interest to Pxxx Royalty Fund, L.P. (the “Pxxx Royalty Transaction”) and certain of its affiliated entities or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,0001,000,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(k), “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwisecurrent Indebtedness (as defined in Section 3(r)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31September 30, 20072012, there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31Except as disclosed in Schedule 3(l), 2007since September 30, 2012, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 75,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,00075,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person, (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in Schedule 3(l) or in the SEC Documents or Company's Quarterly Report on Schedule 2.16Form 10-Q for the period ended May 31, 2006, since December May 31, 20072006, there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiaryCompany. Since December Except as disclosed in Schedule 3(l), since May 31, 20072006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business assets or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000, other than in connection with its ongoing oil and gas projects in the ordinary course of business. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” "INSOLVENT" means (i) the present fair saleable value of the Company’s 's assets is less than the amount required to pay the Company’s 's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31, 2007, 2008 there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20072008, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the ClosingClosing as of the Closing Date will not, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16Since June 30, since December 31, 20072008, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), or results of operations or prospects of the Company or and its SubsidiarySubsidiaries, considered together. Since December 31June 30, 20072008, the Company has not (i) declared or paid any dividends, (ii) sold . Neither the Company nor any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not its Subsidiaries have taken any steps to seek protection pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3.13, “Insolvent” means means, with respect to any Person, (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwise, (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is currently proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents Reports or on Schedule 2.163(l)(i), since December March 31, 20072019, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of NeuBase. Except as disclosed in the Company SEC Reports or its Subsidiary. Since December in Schedule 3(l)(ii), since March 31, 20072019, the Company NeuBase has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000350,000. The Company NeuBase has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company NeuBase have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After NeuBase is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this Agreement, “Insolvent” means means, with respect to any Person, (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined below), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31, 20072005, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 3(1), since December 31, 20072005, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent or otherwise, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iiiii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iviii) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and or is proposed about to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(k), since December 31, 20072008, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 3(k), since December 31, 20072008, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 25,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,00025,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(k), “Insolvent” means means, with respect to any Person (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(r)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or set forth on Schedule 2.163(l)(i), since December March 31, 20072006, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December Except as disclosed in Schedule 3(l)(ii), since March 31, 20072006, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000500,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person (as defined in Section 3(s)), (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31June 30, 2007, 2006 there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31Except as disclosed in Schedule 3(l), 2007since June 30, 2006, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the ClosingClosing will not, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person (as defined in Section 3(s)) (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.163(l), since December 31September 30, 2007, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since December 31Except as disclosed in Schedule 3(l), since September 30, 2007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “Insolvent” means means, with respect to any Person (as defined in Section 3(s), (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in the SEC Documents or on Schedule 2.16Reports, since December 31September 30, 20072019, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of Liquidia. Except as disclosed in the Company or its Subsidiary. Since December 31SEC Reports, 2007since September 30, the Company 2019, Liquidia has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000350,000. The Company Liquidia has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company Liquidia have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After Liquidia is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this Agreement, “Insolvent” means means, with respect to any Person, (i) the present fair saleable value of the Companysuch Person’s assets is less than the amount required to pay the Companysuch Person’s total indebtedness, contingent or otherwiseIndebtedness (as defined below), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed in Schedule 3(l) or as set forth in the SEC Documents or on Schedule 2.16Documents, since December 31, 20072013, there has been no material adverse change and no material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company or its SubsidiarySubsidiaries. Since Except as disclosed in Schedule 3(l), since December 31, 20072013, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Neither the Company nor any of its Subsidiaries has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 3(l), “"Insolvent” means " means, with respect to any Person, (i) the present fair saleable value of the Company’s such Person's assets is less than the amount required to pay the Company’s such Person's total indebtedness, contingent or otherwiseIndebtedness (as defined in Section 3(s)), (ii) the Company such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as disclosed Since March 31, 2011, there has not been any event or condition of any character which has materially adversely affected, or may be expected to materially adversely affect, the Company’s business or prospects, including, but not limited to any material adverse change in the SEC Documents condition, assets, Liabilities (existing or on Schedule 2.16, since December 31, 2007contingent) or business of the Company from that shown in the Financial Statements. As of the date hereof, there has been no material adverse change and no material adverse development changes or developments in the business, properties, operations, condition (financial or otherwise), results of operations ) or prospects of the Company that have resulted, or its Subsidiary. Since December 31, 2007, the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregatecould reasonably be expected to result, in excess of $50,000 outside of a material adverse effect on the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000Company. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which that would reasonably lead a creditor to do so. After The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, the Company will not be Insolvent (as hereinafter defineddefined below). For purposes of this AgreementSection 4(5), “Insolvent” means means, with respect to the Company, (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, contingent Liabilities (existing or otherwisecontingent), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.