Common use of Absence of Certain Changes Clause in Contracts

Absence of Certain Changes. Except as set forth in Schedule 5.12, from the date of the GRS Balance Sheet to the date of this Agreement, GRS has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth in Schedule 5.123.11, from the date of the GRS Interim Company Balance Sheet Date to the date of this Agreement, GRS the Company has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS the Company, or any stockholder of GRSStockholder, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties Properties or assetsCompany Assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets Company Assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets Company Assets except in the ordinary course of business consistent with past practicepractice or as permitted by Section 1.05 hereof; (i) written up or written down the carrying value of any of its assetsthe Company Assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assetsthe Company Assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assetsCompany Assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of businessbusiness consistent with past practice; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights or paid any dividends or made any distribution to the holders of GRS' the Company's capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth on Schedule 2.8 or otherwise disclosed in Schedule 5.12the SEC Documents, from since the date of the GRS Balance Sheet to Sheet, the date of this AgreementCompany has conducted its business only in the ordinary course and consistent with past practice, GRS and has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsMaterial Adverse Effect; (b) contracted for materially increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (c) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the purchase of any capital assets having a cost in excess of $25,000 payment, discharge or paid any capital expenditures in excess of $25,000, except satisfaction in the ordinary course of business and consistent with past practice; (c) practice of liabilities and obligations reflected or reserved against in the Balance Sheet or incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business and consistent with past practicepractice since the date of the Balance Sheet; (d) permitted or allowed any of its assets to be subjected to any Lien of any kind; (e) incurred or discharged any liabilities or obligations except indebtedness not in the ordinary course of business consistent with past practice; (e) paid or executed any amount guarantees on behalf of any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practiceperson; (f) mortgagedcanceled any material debts or waived any claims or rights of substantial value; (g) sold, pledged transferred or subjected to any security interest, lien, lease or other charge or encumbrance otherwise disposed of any of its properties or assets, except in the ordinary course of business and consistent with past practice; (gh) suffered granted any damage general increase in the compensation of employees (including any such increase pursuant to any bonus, pension, profit sharing or destruction other plan or commitment), other than such increases as are consistent with the Company's past practice or required by agreement or understanding disclosed to the Investors; or experienced any material loss of personnel of the Company, material change in the terms and conditions of the employment of the Company's key personnel, loss of any of its assets (whether the five most highly compensated employees of the Company or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its businessentered into any written employment agreement with any Company employee; (hi) acquired made any capital expenditure or disposed of any of commitment for additions to its property, equipment or intangible capital assets except other than in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business and consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced made any change in the relationship with any employeemethod of accounting or accounting practice, customerchanged accountants or auditors or failed to maintain its books, joint venture partner or supplier, which termination or change has materially accounts and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except records in the ordinary course of business and consistent with past practice; (ok) made failed to maintain any payments to material properties or loaned any money to any person or entity except equipment in the good operating condition and repair, ordinary course of businesswear and tear excepted; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (rl) entered into any material agreement with any person transaction or group, made or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written material contract or oral) to do any of the foregoingcommitment, except in the ordinary course of business and consistent with past practice, or terminated or amended any material contract or commitment; (m) declared, paid or set aside for payment any dividend or other distribution in respect of its capital stock or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of its capital stock or other securities; (n) amended its Amended and Restated Certificate of Incorporation or By-laws; (o) taken, suffered, or permitted any action which would render untrue any of the representations or warranties of the Company herein contained, and not omitted to take any action, the omission of which would render untrue any such representation or warranty; or (p) agreed in writing or otherwise committed to take actions in furtherance of, or otherwise taken, any action with respect to any of the matters described in this Section 2.8.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from the date of the GRS Balance Sheet to the date of this Agreement, GRS has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights rights, paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth disclosed in Schedule 5.12, from the date of the GRS Balance Sheet Abacus SEC Reports filed prior to the date hereof, since the end of this AgreementAbacus' fiscal year last ended, GRS has not: (a) suffered Abacus and each of its Subsidiaries has conducted its business in all material respects in the ordinary and usual course of its business consistent with past practice and there has not been any change in the financial condition, business or results of operations of Abacus and its Subsidiaries, or any development or combination of developments that, individually or in the aggregate, has had or would reasonably be expected to have an Abacus Material Adverse Effect and (b) since the end of Abacus' fiscal year last ended until the date hereof there has not been (i) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of Abacus, other than regular cash dividends consistent with past practice; (ii) any change by Abacus to its accounting policies, practices or methods; (iii) any amendment or change to the terms of any of its indebtedness material to Abacus and its Subsidiaries taken as a whole; (iv) any incurrence of any material adverse changeindebtedness outside of the ordinary course of business; (v) outside the ordinary course of business, any transfer, lease, license, sale, mortgage, pledge, encumbrance or other disposition of assets or properties material to Abacus and its Subsidiaries taken as a whole; (vi) any material damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by Abacus or its Subsidiaries material to Abacus and its Subsidiaries taken as a whole, whether or not caused covered by any deliberate act or omission of GRS or any stockholder of GRS, in its condition insurance; (financial or otherwise), operations, assets, liabilities, business or prospects; (bvii) contracted for the purchase of any capital assets having except on a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except case-by-case basis in the ordinary course of business consistent with past practice; practice for employees other than executive officers or directors, or except as required by applicable law or pursuant to a contractual obligation in effect as of the date of this Agreement, (cA) incurred any indebtedness for borrowed money execution, adoption or issued amendment of any agreement or sold arrangement relating to severance or any debt securitiesemployee benefit plan or employment or consulting agreement (including, except without limitation, the Abacus Benefit Plans referred to in the ordinary course Section 3.10 hereof) or (B) any grant of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease stock options or other charge equity related award; or encumbrance (viii) any of its properties agreement or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) commitment entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing. With respect to Abacus, except in any action taken by Abacus pursuant to and consistent with its corporate and functional consolidations or its Delta Plan shall be deemed for the ordinary course purposes hereof to be an action of business Abacus that is consistent with past practice.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from Since the date of the GRS Balance Sheet to Date, the date of this Agreement, GRS Business has notbeen conducted in the ordinary course consistent with past practices and there has not been: (a) suffered any material adverse changeevent, whether occurrence or not caused by any deliberate act development which, individually or omission of GRS in the aggregate, has had or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectswould reasonably be expected to have a Material Adverse Effect; (b) contracted for the purchase any incurrence, assumption or guarantee by Seller or any of its Subsidiaries of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except Indebtedness with respect to the Business other than in the ordinary course of business consistent with past practicepractices; (c) incurred any indebtedness for borrowed money creation or issued other incurrence of any Lien on any material Purchased Asset or sold any debt securitiesmaterial asset of any Purchased Subsidiary other than Permitted Liens; (d) any transaction or commitment made, except or any contract or agreement entered into, by Seller or any of its Subsidiaries relating to and material to the Business, other than transactions and commitments in the ordinary course of business consistent with past practicepractices and those contemplated by the Transaction Documents; (de) incurred any material change in any method of accounting or discharged accounting practice by Seller or any liabilities of its Subsidiaries with respect to the Business except for any such change required by reason of a concurrent change in GAAP; (f) any (i) employment, deferred compensation, severance, retirement or obligations except other similar agreement entered into with any (A) executive Business Employee or (B) any non-executive Business Employee whose annual base salary exceeds $125,000 (or any amendment to any such existing agreement), (ii) grant of any severance or termination pay to any such Business Employee or (iii) increase in compensation payable to any such Business Employee, in each case for non-executive Business Employees other than in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practicepractices; (g) suffered any damage or destruction to material damage, casualty, or loss of with respect to any of its assets (whether or not the Purchased Assets in excess of $3,000,000, other than those covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired any sale, transfer, lease, license, or disposed other disposal of any assets of its assets except the Business or of any Purchased Subsidiary for an amount in excess of $3,000,000, other than the sale of inventory and obsolete equipment in the ordinary course of business consistent with past practice; (i) written up any material reduction in capital expenditures relative to the capital expenditure budget in a manner inconsistent with past practices; (j) any acceleration of collection of accounts receivable or written down the carrying value delaying of payment of accounts payable, in each case in any of its assets, except material respect and other than in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven extension of Indebtedness to any material claims; (l) lost, terminated or experienced any change Person in connection with the Business in excess of $5,000,000 in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased aggregate other than the compensation creation of any director or officer; (n) increased the compensation of any employee except accounts receivable in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit PlanBusiness; or (tl) entered into any agreement (written amendment, termination, cancellation, or oral) compromise or any material claims relating to do the Business, or waiver of any of right that is material to the foregoing, except in the ordinary course of business consistent with past practiceBusiness.

Absence of Certain Changes. Except as set forth in on Schedule 5.123.14 and as contemplated pursuant to Section 6.14, from since the date of the GRS Balance Sheet to Date, the date of this Agreement, GRS Company has not: (a) suffered any material adverse changea Material Adverse Effect, whether or not caused by any deliberate act or omission of GRS the Company or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsOwner; (b) contracted for the purchase of any capital assets asset having a cost in excess of $25,000 5,000 or paid made any single capital expenditures expenditure in excess of $25,000, except in the ordinary course of business consistent with past practice5,000; (c) incurred any indebtedness for borrowed money (other than short-term borrowings in the ordinary course of business consistent with reasonable past practice) or issued or sold any debt securities; (d) incurred or discharged any material liabilities or obligations, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with reasonable past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled cancelled any debts claims or claims any debt in excess of $5,000 or released or waived any rights or claims, except in the ordinary course of business consistent with reasonable past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except assets (other than statutory liens arising in the ordinary course of business consistent with reasonable past practicepractice or other liens that do not materially detract from the value or interfere with the use of such properties or assets); (g) suffered any damage damages or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affectedresulted, or could materially adversely affectmight reasonably be expected to result, its businessindividually or in the aggregate, in a Material Adverse Effect; (h) acquired or disposed of any assets having an aggregate value in excess of its assets $5,000, except in the ordinary course of business consistent with reasonable past practicepractice or except as contemplated in this Agreement; (i) written up or written down the carrying value of any of its assets, except other than accounts receivable in the ordinary course of business consistent with reasonable past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived lost or terminated any material rights employee, patient, customer or forgiven any material claimssupplier that has resulted, or might reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect; (l) lostincreased the compensation of any Owner, terminated director, officer, key employee or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assetsconsultant; (m) increased the compensation of any director or officer; employee (n) increased the compensation of any employee except for increases in the ordinary course of business consistent with reasonable past practice) or hired any new employee who, in either case, is expected to receive annualized compensation of $15,000 or more; (n) made any payments of cash or assets to or loaned any money or assets to any person or entity referred to in Section 3.26; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed formed, or acquired or disposed of any interest in in, any corporation, partnership, joint venture venture, limited liability company or other entity; (qp) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock stock, securities or securities other ownership interests or any rights to acquire such capital stock stock, securities or securitiesother ownership interests, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock, securities or other ownership interests or rights; (rq) entered into any material agreement providing for total payments in excess of $5,000 in any 12 month period with any person or group, or modified or amended in any material respect the terms of any material such existing agreement agreement, except in the ordinary course of business consistent with reasonable past practice; (sr) entered into, adopted or amended any Employee Benefit Plan, except as contemplated hereby; or (ts) entered into any agreement (written commitment or oral) transaction, or experienced any event, that would materially interfere with its performance under this Agreement or any other agreements or document executed or to do any of the foregoingbe executed pursuant to this Agreement or otherwise has resulted, except or might reasonably be expected to result, individually or in the ordinary course of business consistent with past practiceaggregate, in a Material Adverse Effect.

Absence of Certain Changes. Except as set forth disclosed in Schedule 5.12, from the date of the GRS Balance Sheet Alphabet SEC Reports filed prior to the date of this Agreementhereof, GRS has not: (a) suffered since the end of Alphabet's fiscal year last ended, Alphabet and each of its Subsidiaries has conducted its business in all material respects in the ordinary and usual course of its business consistent with past practice and there has not been any change in the financial condition, business or results of operations of Alphabet and its Subsidiaries or any development or combination of developments that, individually or in the aggregate, has had or would reasonably be expected to have an Alphabet Material Adverse Effect and (b) since the end of Alphabet's fiscal year last ended until the date hereof, there has not been (i) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of Alphabet, other than regular cash dividends consistent with past practice; (ii) any change by Alphabet to its accounting policies, practices or methods; (iii) any amendment or change to the terms of any of its indebtedness material to Alphabet and its Subsidiaries taken as a whole; (iv) any incurrence of any material adverse changeindebtedness outside of the ordinary course of business; (v) outside the ordinary course of business, any transfer, lease, license, sale, mortgage, pledge, encumbrance or other disposition of assets or properties material to Alphabet and its Subsidiaries taken as a whole; (vi) any material damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by Alphabet or its Subsidiaries material to Alphabet and its Subsidiaries taken as a whole, whether or not caused covered by any deliberate act or omission of GRS or any stockholder of GRS, in its condition insurance; (financial or otherwise), operations, assets, liabilities, business or prospects; (bvii) contracted for the purchase of any capital assets having except on a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except case-by-case basis in the ordinary course of business consistent with past practice; practice for employees other than executive officers or directors, or except as required by applicable law or pursuant to a contractual obligation in effect as of the date of this Agreement, (cA) incurred any indebtedness for borrowed money execution, adoption or issued amendment of any agreement or sold arrangement relating to severance or any debt securitiesemployee benefit plan or employment or consulting agreement (including, except without limitation, the Alphabet Benefit Plans referred to in the ordinary course Section 4.10 hereof) or (B) any grant of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease stock options or other charge equity related award; or encumbrance (viii) any of its properties agreement or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) commitment entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth disclosed in Schedule 5.12Section 2.8 of the Company Disclosure Schedule, from the date of the GRS Balance Sheet Date to the date of this Agreementhereof, GRS has the Company and its subsidiaries have not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS Company Material Adverse Effect or any stockholder of GRS, in its condition (financial event or otherwise), operations, assets, liabilities, business change which is reasonably expected to have or prospectsconstitute a Company Material Adverse Effect; (b) contracted except items incurred in the ordinary course of business and consistent with past practice, incurred any liabilities or obligations (absolute, accrued, contingent or otherwise), which exceed $100,000 in the aggregate; (c) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations reflected or reserved against in the Company Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the Balance Sheet Date; (d) permitted or allowed any of their properties or assets (real, personal or mixed, tangible or intangible) to be subjected to any Encumbrances, except for liens for current Taxes not yet due or liens the incurrence of which would not reasonably be expected to have a Company Material Adverse Effect; (e) cancelled any debts or waived any claims or rights of material value; (f) sold, transferred, or otherwise disposed of any of their material properties or assets (real, personal or mixed, tangible or intangible), except in the ordinary course of business, consistent with past practice; (g) granted any increase in the compensation or benefits payable or to become payable to any director, officer or employee of the Company, except in the case of employees other than officers of the Company for such increases in compensation or benefits made in the ordinary course of business, consistent with past practice; (h) made any material change in severance policy or practices; (i) other than capital expenditures in accordance with the Company's capital expenditure budget for the purchase 2005 and 2006 fiscal years, a copy of which is attached as Section 2.8(i) of the Company Disclosure Schedule (the "Capex Budgets"), made any capital assets having expenditure or acquired any property, plant and equipment for a cost in excess of $25,000 100,000 in the aggregate; (j) declared, paid or paid set aside for payment any dividend or other distribution (whether in cash, stock or property) in respect of their respective capital expenditures stock or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of the Company, other than dividends and distributions to the Company or one if its wholly-owned subsidiaries; (k) (i) made any changes in any of the accounting methods used by it materially affecting its assets, liabilities or business, except for such changes required by GAAP; or (ii) made or changed any election relating to Taxes, adopted or changed any accounting method relating to Taxes, entered into any closing agreement relating to Taxes, filed any amended Tax Return, settled or consented to any claim or assessment relating to Taxes, incurred any obligation to make any payment of, or in respect of, any Taxes, except in the ordinary course of business, or agreed to extend or waive the statutory period of limitations for the assessment or collection of Taxes; (l) paid, loaned, modified or advanced any amount to, or sold, transferred or leased any material properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any of their respective officers, directors or stockholders or any affiliate or associate of any of their officers, directors or stockholders, except for directors' fees, expense reimbursements in the ordinary course and compensation to officers at rates not inconsistent with the Company's past practice; (m) written-down the value of any inventory (including write-downs by reason of shrinkage or xxxx-down) or written off as uncollectible any notes or accounts receivable in excess of $25,000100,000 in the aggregate, except as required by GAAP; (n) suffered any impairment of any material Company Intellectual Property (as defined in Section 2.15(a)) or any material adverse change in any material Company Intellectual Property licensed from a third party, in each case, other than in the ordinary course of business consistent with past practice, or disposed of or disclosed (except as necessary in the conduct of its business) to a third party any Trade Secrets (as defined in Section 2.15(a) below) owned by the Company; (co) incurred granted, issued, accelerated, paid, accrued or agreed to pay or make any indebtedness accrual or arrangement for borrowed money payments or issued benefits pursuant to any Company Employee Plans (as defined in Section 2.17(a) below) except in accordance with the terms of the respective Company Employee Plans, or sold adopted any debt securitiesCompany Employee Plan, except or amended any Company Employee Plan in any material respect or in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business;; or (p) formed authorized or acquired agreed, whether in writing or disposed of otherwise, to take any interest action described in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicethis Section 2.8.

Absence of Certain Changes. Except as set forth on Schedule 2.8 or otherwise disclosed in Schedule 5.12the SEC Reports, from since the date of the GRS Balance Sheet to Sheet, the date of this AgreementCompany has conducted its business only in the ordinary course and consistent with past practice, GRS and has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsMaterial Adverse Effect; (b) contracted for materially increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (c) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the purchase of any capital assets having a cost in excess of $25,000 payment, discharge or paid any capital expenditures in excess of $25,000, except satisfaction in the ordinary course of business and consistent with past practice; (c) practice of liabilities and obligations reflected or reserved against in the Balance Sheet or incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business and consistent with past practicepractice since the date of the Balance Sheet; (d) permitted or allowed any of its assets to be subjected to any Lien of any kind; (e) incurred or discharged any liabilities or obligations except indebtedness not in the ordinary course of business consistent with past practice; (e) paid or executed any amount guarantees on behalf of any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practiceperson; (f) mortgagedcanceled any material debts or waived any claims or rights of substantial value; (g) sold, pledged transferred or subjected to any security interest, lien, lease or other charge or encumbrance otherwise disposed of any of its properties or assets, except in the ordinary course of business and consistent with past practice; (gh) suffered granted any damage general increase in the compensation of employees (including any such increase pursuant to any bonus, pension, profit sharing or destruction other plan or commitment), other than such increases as are consistent with the Company's past practice or required by agreement or understanding disclosed to the Investors; or experienced any material loss of personnel of the Company, material change in the terms and conditions of the employment of the Company's key personnel, loss of any of its assets (whether the five most highly compensated employees of the Company or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its businessentered into any written employment agreement with any Company employee; (hi) acquired made any capital expenditure or disposed of any of commitment for additions to its property, equipment or intangible capital assets except other than in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business and consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced made any change in the relationship with any employeemethod of accounting or accounting practice, customerchanged accountants or auditors or failed to maintain its books, joint venture partner or supplier, which termination or change has materially accounts and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except records in the ordinary course of business and consistent with past practice; (ok) made failed to maintain any payments to material properties or loaned any money to any person or entity except equipment in the good operating condition and repair, ordinary course of businesswear and tear excepted; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (rl) entered into any material agreement with any person transaction or group, made or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written material contract or oral) to do any of the foregoingcommitment, except in the ordinary course of business and consistent with past practice, or terminated or amended any material contract or commitment; (m) declared, paid or set aside for payment any dividend or other distribution in respect of its capital stock or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of its capital stock or other securities; (n) amended its Certificate of Incorporation or By-laws; (o) taken, suffered, or permitted any action which would render untrue any of the representations or warranties of the Company herein contained, and not omitted to take any action, the omission of which would render untrue any such representation or warranty; or (p) agreed in writing or otherwise committed to take actions in furtherance of, or otherwise taken, any action with respect to any of the matters described in this Section 2.8.

Absence of Certain Changes. Except as set forth in Schedule 5.12Since September 30, from the date of the GRS Balance Sheet 1998, with respect to the date of this AgreementCenter, GRS Seller has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its condition (working capital, financial or otherwise), operationscondition, assets, liabilities, business or prospects, or suffered any material casualty loss (whether or not insured); (b) contracted for made any change in its business or operations or in the purchase manner of conducting its business, other than changes in the ordinary course of business; (c) incurred any capital assets having a cost in excess of $25,000 obligations or paid any capital expenditures in excess of $25,000liabilities (whether absolute, accrued, contingent or otherwise and whether due or to become due), except items incurred in the ordinary course of business and consistent with past practice, or experienced any change in any assumptions or methods of calculating any bad debt, contingency or other reserve; (d) paid, discharged or satisfied any claim, lien, encumbrance or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), other than claims, liens, encumbrances, or liabilities: (i) which are reflected in the Financial Information and which were paid, discharged or satisfied since the date thereof in the ordinary course of business consistent with past practice;, or (cii) which were incurred any indebtedness for borrowed money and paid, discharged or issued or sold any debt securitiessatisfied since September 30, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except 1998 in the ordinary course of business consistent with past practice; (e) paid written off as uncollectible any amount on notes or accounts receivable or any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claimsportion thereof, except for immaterial write-offs made in the ordinary course of business consistent with past practice; (f) mortgagedcanceled any other debts or claims, pledged or subjected to waived any security interestrights, lienof substantial value; (g) sold, lease transferred or other charge or encumbrance conveyed any of its properties or assets, except in the ordinary course of business consistent with past practice; (gh) suffered made any damage capital expenditures or destruction commitments in excess of $10,000 in the aggregate for replacements or additions to property, plant, equipment or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its businessintangible capital assets; (hi) acquired declared, paid or disposed of made or set aside for payment of, any distribution in respect of its assets except outstanding common stock, other than distributions made in the ordinary course of business consistent with past practice, or directly or indirectly redeemed, purchased or otherwise acquired any of its common stock; (ij) written up made any change in any method of accounting or written down accounting practice; (k) granted any increase in the carrying value compensation of any officer, employee or agent of its assetsSeller who performs services for or on behalf of the Center, except (including without limitation any increase pursuant to any bonus, pension, profit sharing or other plan or commitment), other than increases in the ordinary course of business consistent with past practice; (j) changed , or adopted any accounting principles methods such plan or practices followed other arrangement; and no such increase or changed the costing system adoption of any such plan or depreciation methods of accounting for its assets; (k) waived any material rights arrangement, is planned or forgiven any material claims;required; and (l) lostagreed, terminated whether in writing or experienced otherwise, to take any change action described in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicethis Section 4.7.

Absence of Certain Changes. Except as set forth in on Schedule 5.122.8 attached hereto, from since the date of the GRS Balance Sheet to the date of this AgreementFinancial Statement Date, GRS there has not: not been any (a) suffered any material adverse changeMaterial Adverse Change in the business, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRSoperations, in its properties, assets, condition (financial or otherwise), operationsresults, assetsplans, liabilities, business strategies or prospects; prospects of any Seller Company; (b) contracted for the purchase of any capital assets damage, destruction or loss, whether covered by insurance or not, having a cost of $10,000 or more, with regard to Seller Companies’ property and business; (c) declaration, setting aside or payment of any dividend or distribution (whether in cash, ownership interest or property) with respect to any of the Equity Interests; (d) redemption or other acquisition of any of the Equity Interests; (e) increase in the compensation payable to or to become payable by any Seller Company to its officers or employees working in the Business or any adoption of or increase in any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such officers or employees or any Affiliate of any Seller Company; (f) entry into any material Contract not in the ordinary course of business, including without limitation, any borrowing from any new lender or in excess of $25,000 the existing credit limits or paid any capital expenditure (except for the capital expenditures set forth in excess Schedule 2.30 attached hereto); (g) change by any Seller Company in accounting methods or principles or any write-down, write-up or revaluation of $25,000any Acquired Assets of any Seller Company, except depreciation accounted for in the ordinary course of business and write downs of inventory which reflect the lower of cost or market and which are in the ordinary course of business and in accordance with accrual accounting methods; (h) failure to promptly pay and discharge current liabilities or agree with any party to extend the payment of any current liability; (i) Lien placed on any of the Acquired Assets other than Permitted Liens; (j) sale, assignment, transfer, lease, license or otherwise placement of a Lien on any of the Acquired Assets, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any material debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; Claims; (k) waived sale, assignment, transfer, lease, license or otherwise placement of a Lien on any Intellectual Property rights or other intangible assets, disclosure of any material rights confidential information to any Person or forgiven abandoned or permitted to lapse any material claims; Intellectual Property rights; (l) lostmaking of, terminated or experienced commitment to make, any change charitable contributions or pledges exceeding in the relationship with any employee, customer, joint venture partner aggregate $25,000; or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director agreement, whether orally or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporationwriting, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from Since the date of the GRS Unaudited Interim Balance Sheet to the date of this AgreementSheet, GRS there has not: been (ai) suffered any no material adverse changechange to, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRSand no material adverse development in, in its the assets, liabilities, business, properties, operations, condition (financial or otherwise), operationsresults of operations or prospects of the Company or its Subsidiaries, assets(ii) no Material Adverse Effect, liabilities, business (iii) no satisfaction or prospects; (b) contracted for the purchase discharge of any capital assets having a cost in excess material lien, claim or encumbrance or payment of $25,000 or paid any capital expenditures in excess of $25,000obligation by the Company, except in the ordinary course of business consistent with past practice; and (civ) incurred any indebtedness for borrowed money or issued or sold any debt securitiesno waiver, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed , by the Company or acquired any Subsidiary of a material right or disposed of any interest in any corporationa material debt owed to it. Since the date of the Unaudited Interim Balance Sheet, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, neither the Company nor any of its capital stock Subsidiaries has (i) purchased any of its outstanding Common Stock (other than from its employees or securities or any rights other service providers in connection with the termination of their service pursuant to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights its equity compensation plans or agreements) or declared or paid any dividends or distributions, other than the CVRs, (ii) sold any material assets, individually or in the aggregate, outside of the ordinary course of business, (iii) made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person change or groupmaterial amendment to, or modified or amended in any material respect the terms waiver of any material existing agreement except right, or termination of, any material Contract, (iv) had material transaction entered into or material capital expenditures, individually or in the aggregate, outside of the ordinary course of business consistent with past practice; or (sv) entered intoexperienced any loss of services of any executive officer (as defined in Rule 405 under the Securities Act), adopted other than as disclosed in the SEC Reports prior to the date hereof. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law, nor does the Company have any knowledge or amended reason to believe that its creditors (if any) intend to initiate involuntary bankruptcy proceedings or any Employee Benefit Plan; or (t) entered into actual knowledge of any agreement (written or oral) fact that would reasonably lead any such creditor to do any so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the foregoingdate hereof, except and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3.1(k), “Insolvent” means, with respect to any Person, (i) the present fair saleable value of such Person’s assets is less than the amount required to pay such Person’s total indebtedness, (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in the ordinary course of which it is engaged as such business consistent with past practiceis now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from As of the date of hereof, except as identified on Schedule 2.7, since the GRS Balance Sheet to the date of this Agreement, GRS Date there has notnot been: (a) suffered any material adverse changechange in the financial condition, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operationsproperties, assets, liabilitiesLiabilities, business or prospectsoperations of the Entities that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) contracted for any contingent Liability incurred by any of the purchase Entities as guarantor or otherwise with respect to the obligations of others (other than any capital assets having a cost other Entity) in excess of $25,000 500,000, or paid any capital expenditures cancellation of any material debt or claim owing to any Entity, or waiver of any right that has had or would reasonably be expected to have, individually or in excess the aggregate, a Material Adverse Effect; (c) other than Permitted Liens, any Lien placed on any of $25,000the material properties of the Entities, except that remain in existence on the date hereof and that will remain in existence on the Closing Date; (d) any material obligation or Liability of any nature incurred by any of the Entities, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, other than obligations and Liabilities incurred in the ordinary course of business consistent with past practicepractice and in accordance with the terms of this Agreement; (ce) incurred any indebtedness purchase, sale or other disposition, or any agreement or other arrangement for borrowed money the purchase, sale or issued other disposition, of any of the material properties or sold assets of any debt securities, except Entity other than in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except practice and in accordance with the ordinary course terms of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practicethis Agreement; (f) mortgagedany material change in accounting principles, pledged methods or subjected to practices used by any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practiceEntity; (g) suffered any damage loss, damage, destruction or destruction other casualty to any Entity's property, plants, equipment or loss of any of its assets inventories (whether or not covered by insurance) that has materially adversely affectedhad or would reasonably be expected to have, individually or could materially adversely affectin the aggregate, its businessa Material Adverse Effect; (h) acquired or disposed any material change in the compensation levels of any Entity's senior executives, any material changes in the manner in which other employees are generally compensated or any provision of additional or supplemental benefits for its assets except employees generally, except, in each case, normal periodic increases or promotions effected in the ordinary course of business consistent with past practice; (i) written up any material commitment, guarantee, contractual obligation, capital expenditure or written down the carrying value of transaction entered into by any of its assetsEntity, except other than in the ordinary course of business consistent with past practice;, or any borrowing or other incurrence, assumption or guarantee of Indebtedness by any Entity other than short term Indebtedness owed to ONEOK or its Affiliates; or (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) understanding whether in writing or otherwise, for any Entity to do take any of the foregoingactions specified in paragraphs (a) through (i) above. For purposes of this Section 2.7, except in materiality, as to any matter, shall be determined with respect to all the ordinary course of business consistent with past practiceEntities, taken as a whole.

Absence of Certain Changes. Except Since December 31, 2010, Endwave, each of its Subsidiaries, and each of its and their predecessors have operated each of their businesses in the ordinary course consistent with each of their past practices, and since such date, except as contemplated by this Agreement, there has not been with respect to Endwave or any of its Subsidiaries any: (a) Material Adverse Change or any change, event, circumstance, condition or effect that would reasonably be expected to result in a Material Adverse Change; (b) failure to operate the Endwave Business in the ordinary course so as to use all commercially reasonable efforts to preserve the Endwave Business intact and to preserve the continued services of Endwave’s employees and goodwill of suppliers, customers and others having business relations with it; (c) amendment or change in the Endwave Charter Documents; (d) incurrence, creation or assumption of (i) any Encumbrance on any of its assets or properties (other than Permitted Encumbrances), (ii) any Liability for borrowed money, or (iii) any Liability as a guarantor or surety with respect to the obligations of others; (e) acceleration or release of any vesting condition to the right to exercise any option, warrant or other right to purchase or otherwise acquire any shares of its capital stock, or any acceleration or release of any right to repurchase shares of its capital stock upon the stockholder’s termination of employment or services with it or pursuant to any right of first refusal; (f) failure to pay any of its material obligations when due; (g) purchase, license, sale, grant, assignment or other disposition or transfer, or any agreement or other arrangement for the purchase, license, sale, assignment or other disposition or transfer, of any of its assets (including Endwave IP Rights (as defined in Section 3.13(a)) and other intangible assets), properties or goodwill other than the sale or non-exclusive license of its products or services to its customers in the ordinary course of its business consistent with its past practices; (h) damage, destruction or loss of any material property or material asset, whether or not covered by insurance; (i) declaration, setting aside or payment of any dividend on, or the making of any other distribution in respect of, its capital stock, or any split, combination or recapitalization of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock or any change in any rights, preferences, privileges or restrictions of any of its outstanding securities (other than repurchases of stock in accordance with the Endwave Option Plan or applicable Contracts in connection with the termination of service of employees or other service providers); (j) except as set forth in Schedule 5.12, from the date on Section 3.10(j) of the GRS Balance Sheet Endwave Disclosure Schedule, change or increase in the compensation payable or to become payable to any of its officers, directors, employees or agents, or in any bonus, pension, severance, retention, insurance or other benefit payment or arrangement (including stock awards, stock option grants, stock appreciation rights or stock option grants) made to or with any of such officers, directors, employees or agents; (k) except as set forth on Section 3.10(k) of the Endwave Disclosure Schedule, change with respect to its management, supervisory or other key personnel, any termination of employment of a material number of employees, or any labor dispute or claim of unfair labor practices; (l) Liability incurred by it to any of its officers, directors or stockholders, except for normal and customary compensation and expense allowances payable to officers in the ordinary course of its business consistent with its past practices; (m) making by it of any loan, advance or capital contribution to, or any investment in, any of its officers, directors or stockholders or any firm or business enterprise in which any such person had a direct or indirect material interest at the time of such loan, advance, capital contribution or investment; (n) cancellation of any indebtedness or waiver of any rights of substantial value to it, other than in the ordinary course of its business consistent with its past practices; (o) entering into, amendment of, relinquishment, termination or nonrenewal by it of any Endwave Material Contract (or any other right or obligation) other than in the ordinary course of its business consistent with its past practices, any default by it under such Contract (or other right or obligation), or any written or, to Endwave’s knowledge, oral indication or assertion by the other party thereto of any material problems with its services or performance under such Endwave Material Contract (or other right or obligation) or such other party’s desire to so amend, relinquish, terminate or not renew any such Endwave Material Contract (or other right or obligation); (p) material change in the manner in which it extends discounts, credits or warranties to customers or otherwise deals with its customers; (q) (i) through the date of this Agreement, GRS has not: (a) suffered any material adverse change, whether or not caused entering into by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase it of any capital assets having Contract that by its terms requires or contemplates a cost current and/or future financial commitment, expense (inclusive of overhead expense) or obligation on its part that involves in excess of Fifty Thousand Dollars ($25,000 50,000) or paid (ii) entering into by it of any capital expenditures in excess of $25,000, except Contract not in the ordinary course of its business consistent with its past practice; (c) incurred practices, or the conduct of any indebtedness for borrowed money business or issued or sold any debt securities, except operations other than in the ordinary course of its business consistent with its past practicepractices; (dr) incurred making or discharged entering into any liabilities Contract with respect to any acquisition, sale or obligations except in the ordinary course transfer of business consistent with past practiceany material asset of Endwave; (es) paid any amount on change in accounting methods or practices (including any indebtedness prior to the due date, forgiven change in depreciation or canceled amortization policies or rates or revenue recognition policies) or any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value revaluation of any of its assets, except in the ordinary course of business consistent with past practice; (jt) changed any accounting principles methods or practices followed or changed deferral of the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation payment of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except accounts payable other than in the ordinary course of business; (p) formed , consistent with past practices, or acquired or disposed of any interest in any corporationdiscount, partnership, joint venture accommodation or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or concession made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except other than in the ordinary course of business business, consistent with past practice; (s) entered intopractices, adopted in order to accelerate or amended induce the collection of any Employee Benefit Planreceivable; or (tu) entered announcement of, any negotiation by or any entry into any agreement (written or oral) Contract to do any of the foregoing, except things described in the ordinary course of business consistent preceding clauses (a) through (t) (other than negotiations and agreements with past practiceGigOptix and its representatives regarding the transactions contemplated by this Agreement).

Absence of Certain Changes. Except as set forth in listed on Schedule 5.122.5, from between the date of the GRS Balance Sheet to Date and the date of this Agreement, GRS the Business has not: been operated in the ordinary course of business consistent with past practice (other than as provided in clause (g) below), and there has been no (a) suffered to Seller's Knowledge, event or occurrence that has had a Material Adverse Effect, (b) material amendment or termination of any Material Contract, Material Lease or material adverse changePermit relating to the Business, other than amendments or terminations in the ordinary course of business, (c) material destruction, damage or other loss to any of the Purchased Assets, whether or not caused covered by insurance, (d) material sale, lease, or other disposition of any deliberate act of the Purchased Assets, other than assets sold, leased or omission otherwise disposed of GRS in the ordinary course of business consistent with past practice, (e) material purchase or lease of any stockholder Purchased Assets, other than assets purchased or leased in the ordinary course of GRSbusiness consistent with past practice, (f) increase in its condition the compensation payable to any of the Employees, other than increases consistent with past practice, (financial g) renewal of a Telecom Contract other than in the ordinary course of business (provided that any such renewal shall be deemed to be in the ordinary course of business if it is on terms which, considered on an aggregate basis with all other renewals of and new Telecom Contracts, are not materially less favorable to the Business, after giving consideration to prevailing market factors), (h) incurrence of any material debts, liabilities or obligations other than in the ordinary course of business consistent with past practice, (i) payment, discharge or satisfaction of any material claim, liability or obligation (absolute, accrued, contingent or otherwise), operationsother than the payment, assetsdischarge of satisfaction of liabilities or obligations in the ordinary course of its business consistent with past practice, liabilities, business or prospects; (bj) contracted for the purchase creation of any capital assets having Lien other than a cost in excess Permitted Lien on any of $25,000 the Purchased Assets, (k) cancellation of any material debts owed to Seller, with respect to the Business, or paid waiver of any capital expenditures in excess claims or rights of $25,000substantial value, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated agreement or experienced commitment to take any change action described in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicethis Section.

Absence of Certain Changes. Except as set forth on Schedule 2.09, and except as otherwise permitted in Schedule 5.12, from the date of the GRS Balance Sheet to the date of this Agreement, GRS since November 30, 1989, MSGI has not: (a) suffered borrowed or agreed to borrow any material adverse changefunds or incurred, or assumed or become subject to, whether directly or not caused by any deliberate act or omission way of GRS or any stockholder of GRS, in its condition (financial guarantee or otherwise), operations, assets, liabilities, business any obligation or prospects; liability (babsolute or contingent) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except Liabilities incurred in the ordinary course of business and consistent with past practice; (cb) incurred paid, discharged or satisfied any indebtedness for borrowed money Liabilities (in excess of $25,000) other than the payment, discharge or issued or sold any debt securities, except satisfaction in the ordinary course of business and consistent with past practice; (d) practice of Liabilities reflected or reserved against in the MSGI Financial Statements or incurred or discharged any liabilities or obligations except in the ordinary course of business and consistent with past practice, since November 30, 1989; (ec) paid permitted or allowed any amount on of its property or assets to be subjected to any indebtedness prior to the due datemortgage, forgiven pledge, lien, security interest, encumbrance, restriction or canceled charge of any debts or claims or released or waived any rights or claimskind, except MSGI Permitted Exceptions under Section 2.10 hereof; (d) written off as uncollectible any notes or accounts receivable in excess of $25,000, in the aggregate, for MSGI (other than those reserved against in the MSGI Financial Statements) except for write-offs in the ordinary course of business and consistent with past practice, none of which is material; (fe) mortgagedcanceled any debts or waived any claims or rights of substantial value, pledged or subjected to any security interestsold, lien, lease transferred or other charge or encumbrance otherwise disposed of any of its properties or assets, except in the ordinary course of business and consistent with past practice; (f) disposed of or disclosed to any person (other than an employee or representative of Santa Lucia, agents of Santa Lucia, or otherwise in the ordinary course of business) any trade secret not previously a matter of public knowledge; (g) suffered made any damage or destruction loan to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affectedinvestment in, or could materially adversely affectacquired the assets, its businessbusiness or securities of, any person; (h) acquired paid or disposed of any of its assets except granted nay increase in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of directors, officers, agents or employees (including any director such increase pursuant to any bonus, insurance, pension, profit-sharing or officer; (nother employee benefit plan or commitment) increased or any increase in the compensation of payable to any employee director, officer, agent or employee, except in the ordinary course of business for normal periodic increases made pursuant to MSGI's established compensation policies applied on a basis consistent with past practice; (o) made any payments to that of the prior two years or loaned any money to any person or entity except otherwise in the ordinary course of business; (pi) formed declared, paid or acquired or disposed of set aside for payment any interest in any corporation, partnership, joint venture dividend or other entity; (q) distribution in respect of its capital stock or ownership interest, or, directly or indirectly, redeemed, purchased or otherwise acquiredacquired any shares of its capital stock, ownership interest or other securities; (j) made any change in any accounting principles or practices, except as required by the financial Accounting Standards Board or its foreign equivalent and reflected in the MSGI Financial Statements; (k) paid, loaned or advanced any amount to, or sold, granted transferred or otherwise disposed ofleased any properties or assets to, directly or indirectlyentered into any agreement or arrangement with, any of its capital stock officers or securities directors or any rights "affiliate" or "associate"of any of its officers or directors (as such terms are defined in the rules and regulations of the SEC under the Securities Act), except for (i) directors' fees and compensation to acquire such capital stock or securitiesofficers at rates not exceeding the rates of compensation paid during the fiscal quarter ended September 30, or agreed to change the terms 1989, (ii) payments contemplated in subsection (h) hereof, and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (riii) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except advances for business expenses in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Planbusiness; or (tl) entered into agreed, whether in writing or otherwise, to take any agreement (written or oral) to do any of the foregoingaction described in this Section 2.9, except in the ordinary course of business consistent with past practiceas otherwise contemplate herein.

Absence of Certain Changes. Except for losses incurred in the ordinary course of business, consistent with prior practice, that have been publicly disclosed at least five (5) days prior to the date hereof or as set forth on Schedule 3(h) hereof, since the date of the Company’s most recent 10-Q or 10-K, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations or prospects of the Company or any of its Subsidiaries. For purposes of this Section 3(h), the terms "Material Adverse Change" and "Material Adverse Development" shall exclude continuing losses that are consistent with the Company's historical losses. Except as disclosed in Schedule 3(h), since the date of the Company’s most recent audited financial statements contained in a Form 10-KSB, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends on its Common Stock; (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business, consistent with prior practice; (iii) except as set forth in Schedule 5.12, from the date of the GRS Balance Sheet to the date of this Agreement, GRS has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise3(h), operationshad capital expenditures, assetsindividually or in the aggregate, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 100,000; (iv) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (v) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business, consistent with prior practice, which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business, consistent with prior practice, during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (vi) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business, consistent with prior practice; (vii) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital expenditures stock; (viii) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in either case in excess of $25,000100,000, except in the ordinary course of business business, consistent with past prior practice; (cix) incurred sold, assigned or transferred any indebtedness for borrowed money patent rights, trademarks, trade names, copyrights, trade secrets or issued other intangible assets or sold intellectual property rights, or disclosed any debt securitiesproprietary confidential information to any person except to customers in the ordinary course of business, consistent with prior practice, or to the Purchasers or their representatives; (x) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (xi) made any changes in employee compensation except in the ordinary course of business and consistent with past practicepractices; (dxii) incurred made capital expenditures or discharged any liabilities or obligations except commitments therefor that aggregate in the ordinary course excess of business consistent with past practice$100,000; (exiii) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice[omitted]; (fxiv) mortgaged, pledged made charitable contributions or subjected to any security interest, lien, lease or other charge or encumbrance any pledges in excess of its properties or assets, except in the ordinary course of business consistent with past practice$10,000; (gxv) suffered any damage material damage, destruction or destruction to or loss of any of its assets (casualty loss, whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (hxvi) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived experienced any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship problems with any employee, customer, joint venture partner employee or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except senior management in the ordinary course of business consistent connection with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stocktheir employment; (rxvii) entered into effected any material agreement with any person two or group, or modified or amended in any material respect more events of the terms of any material existing agreement except foregoing kind which in the ordinary course of business consistent with past practice; (s) entered into, adopted aggregate would be material to the Company or amended any Employee Benefit Planits Subsidiaries; or (txviii) entered into any agreement (an agreement, written or oral) otherwise, to do take any of the foregoingforegoing actions. Except as set forth in Schedule 3(h), except in neither the ordinary course Company nor any of business consistent with past practiceits Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from Since the date of the GRS Balance Sheet to Date, except as reflected in the date of this AgreementFinancial Statements or in SCHEDULE 3.08, GRS the Company has notconducted its business in the ordinary course consistent with past practices and there has not been: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS Material Adverse Change or any stockholder event, occurrence, development or state of GRS, circumstances or facts which could reasonably be expected to result in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsa Material Adverse Change; (b) contracted for the purchase any declaration, setting aside or payment of any dividend or other distribution with respect to any Company Securities or any repurchase, redemption or other acquisition by the Company of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company; (c) any amendment of any outstanding security of the Company; (d) any incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money (other than in the ordinary course of business and in amounts and on terms consistent with past practices); (e) any creation or assumption by the Company of any material Lien on any asset; (f) any making of any loan, advance or capital contributions to or investment in any Person; (g) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets having of the Company which, individually or in the aggregate, has had or would reasonably be expected to have a cost Material Adverse Effect; (h) any transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in excess of $25,000 or paid any capital expenditures in excess of $25,000either case, except material to the Company, other than transactions and commitments in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered practices and those contemplated by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practicethis Agreement; (i) written up any change in any method of accounting or written down accounting practice by the carrying value of any of its assets, except in the ordinary course of business consistent with past practiceCompany; (j) changed any accounting principles methods (i) grant of any severance or practices followed termination pay to any director, officer or changed employee of the costing system Company, (ii) entering into of any employment, deferred compensation or depreciation methods other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of accounting for its assets;the Company, (iii) change in benefits payable under existing severance or termination pay policies or employment agreements or (iv) change in compensation, bonus or other benefits payable to directors, officers or employees of the Company; or (k) waived any material rights labor dispute, other than routine individual grievances, or forgiven any material claims; (l) lost, terminated activity or experienced proceeding by a labor union or representation thereof to organize any change in employees of the relationship with any employee, customer, joint venture partner or supplierCompany, which termination or change has materially and adversely affectedemployees were not subject to a collective bargaining agreement at the Balance Sheet Date, or could reasonably be expected to materially and adversely affectany lockouts, its business strikes, slowdowns, work stoppages or its assets; (m) increased the compensation of any director threats thereof by or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money respect to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any employees of the foregoing, except in the ordinary course of business consistent with past practiceCompany.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from (a) Since the date of the GRS Latest Balance Sheet to Date, except as disclosed in SCHEDULE 2.10, the date of this Agreement, GRS Company has notconducted the Business in the ordinary course consistent with past practice and there has not been: (ai) suffered Any material adverse change in the Condition of the Business or any event, occurrence or circumstance that could reasonably be expected to cause such a material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (bii) contracted for Any transaction or Contract with respect to the purchase purchase, acquisition, lease, disposition or transfer of any capital assets having a cost in excess of $25,000 Assets or paid any capital expenditures expenditure by the Company (in excess of $25,000each case, except other than in the ordinary course of business the Business consistent with past practice); (ciii) incurred Any declaration, setting aside or payment of any indebtedness dividend or other distribution with respect to the Common Stock or any other capital stock of the Company or any loan or advance to any officer, director or stockholder of the Company (except for borrowed money reasonable travel and business expense payments, or issued guaranteed or sold pledged collateral to support any debt securitiesloan or advance made to an officer, except in director or stockholder of the ordinary course of business consistent with past practiceCompany); (div) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due dateAny damage, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease destruction or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or casualty loss of any of its assets (whether or not covered by insurance) that has materially adversely affected), condemnation or could materially adversely affect, its businessother taking affecting the Business or the Assets of the Company; (hv) acquired Any change in any method of accounting or disposed accounting practice by the Company; (vi) Any increase in the compensation, commission, bonus or other direct or indirect remuneration paid, payable or to become payable to any officer, stockholder, director, consultant, agent or employee of the Company, or any alteration in the benefits payable or provided to any thereof; (vii) Any adverse change in the relationship of the Company with its assets except customers, suppliers or vendors; (viii) Except for any changes made in the ordinary course of Business, any change in any of the Company's business consistent with past practicepolicies, including advertising, marketing, selling, pricing, purchasing, personnel, returns or budget policies; (iix) written up or written down the carrying value of any of its assets, except Except in the ordinary course of business the Business, consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affectas disclosed in SCHEDULE 2.10, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed ofpayment, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to Liability of the holders of GRS' capital stock; (r) entered into any material agreement Company before the same became due in accordance with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Planits terms; or (tx) entered into any Any agreement (or arrangement whether written or oral) oral to do any of the foregoing. (b) Except as set forth on SCHEDULE 2.10, except in the ordinary course of business consistent with Company has no Liability that is past practicedue.

Absence of Certain Changes. Except as set forth disclosed in Schedule 5.12, from the date Section 3.9 of the GRS Balance Sheet to Disclosure Letter, since March 31, 2001, neither the date of this Agreement, GRS Company nor any Subsidiary has not: (a) suffered experienced any material adverse change, event or condition which, individually or in the aggregate, has had or reasonably would be expected to have a Company Material Adverse Effect; provided, however, that none of the following shall be deemed to constitute and none of the following shall be taken into account in determining whether there has been or not caused will be a Company Material Adverse Effect: (A) any adverse change or effect (including any loss of employees, cancellation of, modification of, or delay in customer orders, or disruption, modification or termination of business relationships) including, without limitation, that relationship with Motorola, Inc.) arising from or relating to (1) changes that generally affect the industries and markets in which the Company and its Subsidiaries operate, or result from general political, economic or market conditions or general conditions in the economy or financial markets, or (2) the announcement or pendency of the Merger or the other transactions contemplated by this Agreement; (B) any deliberate act litigation or omission threat of GRS litigation filed or made after the date hereof challenging any of the transactions contemplated herein or any stockholder of GRS, shareholder litigation filed or made after the date hereof resulting from this Agreement or the transactions contemplated herein; or (C) the increase or decrease in its condition (financial the Company's stock price or otherwise), operations, assets, liabilities, business or prospects; trading volume as quoted on NASDAQ; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except conducted its business other than in the ordinary course of business consistent with past practice; practices, (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except (excluding trade credit incurred in the ordinary course of business consistent with past practice; practices) or issued any debt securities or assumed, guaranteed or endorsed the obligations of any other Person, (d) incurred other than sales or discharged dispositions of inventory in the ordinary course of business sold, transferred or otherwise disposed of any liabilities of its property or obligations except assets, (e) mortgaged or encumbered any of its property or assets, (f) suffered any material casualty losses not covered by insurance, (g) repurchased, redeemed or otherwise acquired any of its capital stock or any capital stock of any of the Subsidiaries, (h) declared, set aside or paid any dividend or other distribution in respect of its capital stock, (i) amended its Certificate of Incorporation or Bylaws (or similar organizational documents) or merged with or into or consolidated with any other Person, (j) split, combined or reclassified its capital stock, (k) issued or sold (or agreed to issue or sell) any of its equity securities or any options, warrants, conversion or other rights to purchase any such securities or any securities convertible into or exchangeable for such securities, or granted, or agreed to grant any such rights, other than grants, sales or issuances pursuant to Company Stock Options consistent with past practices (including as to amounts and extents) outstanding on the date of this Agreement, (l) increased the rates of compensation (including bonuses) payable or to become payable to any of its officers, directors, employees, agents, independent contractors or consultants other than customary merit raises made in the ordinary course of business consistent with past practice; practices (e) paid any amount on any indebtedness prior including as to the due dateamounts and extent), forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of entered into any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquirednew, or soldamended any existing, granted employment contracts, severance agreements or otherwise disposed of, directly consulting contracts or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, instituted or agreed to change institute any increase in benefits or altered its employment practices or the terms and conditions of employment, (n) except as otherwise required by law and as disclosed on the Company Financial Statements, changed, in any such rights paid material respect its underwriting, actuarial or Tax accounting methods, principles or practices, (o) entered into any dividends joint ventures or made partnerships of any distribution to the holders of GRS' capital stock; kind, or (rp) entered into any material agreement with any person contract, agreement, understanding or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) arrangement to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth on Schedule 2.09, and except as otherwise permitted in Schedule 5.12, from the date of the GRS Balance Sheet to the date of this Agreement, GRS since November 30, 1989, MSGI has not: (a) suffered borrowed or agreed to borrow any material adverse changefunds or incurred, or assumed or become subject to, whether directly or not caused by any deliberate act or omission way of GRS or any stockholder of GRS, in its condition (financial guarantee or otherwise), operations, assets, liabilities, business any obligation or prospects; liability (babsolute or contingent) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except Liabilities incurred in the ordinary course of business and consistent with past practice; (cb) incurred paid, discharged or satisfied any indebtedness for borrowed money Liabilities (in excess of $25,000) other than the payment, discharge or issued or sold any debt securities, except satisfaction in the ordinary course of business and consistent with past practice; (d) practice of Liabilities reflected or reserved against in the MSGI Financial Statements or incurred or discharged any liabilities or obligations except in the ordinary course of business and consistent with past practice, since November 30, 1989; (ec) paid permitted or allowed any amount on of its property or assets to be subjected to any indebtedness prior to the due datemortgage, forgiven pledge, lien, security interest, encumbrance, restriction or canceled charge of any debts or claims or released or waived any rights or claimskind, except MSGI Permitted Exceptions under Section 2.10 hereof; (d) written off as uncollectible any notes or accounts receivable in excess of $25,000, in the aggregate, for MSGI (other than those reserved against in the MSGI Financial Statements) except for write-offs in the ordinary course of business and consistent with past practice, none of which is material; (fe) mortgagedcanceled any debts or waived any claims or rights of substantial value, pledged or subjected to any security interestsold, lien, lease transferred or other charge or encumbrance otherwise disposed of any of its properties or assets, except in the ordinary course of business and consistent with past practice; (f) disposed of or disclosed to any person (other than an employee or representative of Santa Lucia, agents of Santa Lucia, or otherwise in the ordinary course of business) any trade secret not previously a matter of public knowledge; (g) suffered made any damage or destruction loan to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affectedinvestment in, or could materially adversely affectacquired the assets, its businessbusiness or securities of, any person; (h) acquired paid or disposed of any of its assets except granted nay increase in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of directors, officers, agents or employees (including any director such increase pursuant to any bonus, insurance, pension, profit-sharing or officer; (nother employee benefit plan or commitment) increased or any increase in the compensation of payable to any employee director, officer, agent or employee, except in the ordinary course of business for normal periodic increases made pursuant to MSGI's established compensation policies applied on a basis consistent with past practice; (o) made any payments to that of the prior two years or loaned any money to any person or entity except otherwise in the ordinary course of business; (pi) formed declared, paid or acquired or disposed of set aside for payment any interest in any corporation, partnership, joint venture dividend or other entity; (q) distribution in respect of its capital stock or ownership interest, or, directly or indirectly, redeemed, purchased or otherwise acquiredacquired any shares of its capital stock, ownership interest or other securities; (j) made any change in any accounting principles or practices, except as required by the financial Accounting Standards Board or its foreign equivalent and reflected in the MSGI Financial Statements; (k) paid, loaned or advanced any amount to, or sold, granted transferred or otherwise disposed ofleased any properties or assets to, directly or indirectlyentered into any agreement or arrangement with, any of its capital stock officers or securities directors or any rights to acquire such capital stock "affiliate" or securities, or agreed to change the terms and conditions "associate" of any of its officers or directors (as such rights terms are defined in the rules and regulations of the SEC under the Securities Act), except for (i) directors' fees and compensation to officers at rates not exceeding the rates of compensation paid any dividends or made any distribution to during the holders of GRS' capital stock; fiscal quarter ended September 30, 1989, (rii) entered into any material agreement with any person or grouppayments contemplated in subsection (h) hereof, or modified or amended in any material respect the terms of any material existing agreement except and (iii) advances for business expenses in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Planbusiness; or (tl) entered into agreed, whether in writing or otherwise, to take any agreement (written or oral) to do any of the foregoingaction described in this Section 2.9, except in the ordinary course of business consistent with past practiceas otherwise contemplate herein.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from the date Section 4.10 of the GRS Company Disclosure Schedule, since the Company Balance Sheet to Date, the date business of this Agreement, GRS the Company and its Subsidiaries has not: been conducted in the ordinary course consistent with past practices and there has not been (a) suffered any material adverse changeevent, whether occurrence, development or not caused by any deliberate act state of circumstances or omission of GRS facts that has had or any stockholder of GRSwould reasonably be expected to have, individually or in its condition (financial or otherwise)the aggregate, operations, assets, liabilities, business or prospects; a Company Material Adverse Effect; (b) contracted for any amendment to the purchase articles of incorporation or bylaws of the Company; (c) any split, combination or reclassification of any shares of the Company’s capital assets having a cost stock or declaration, setting aside or payment of any dividend or other distribution (whether in excess cash, stock or property or any combination thereof) in respect of the Company’s capital stock, or redemption, repurchase or other acquisition or offer to redeem, repurchase or otherwise acquire any Company Securities; (d) any sale, assignment, license or other transfer of any Necessary Intellectual Property or Company Intellectual Property (or any rights therein) or acquisition of any material Intellectual Property other than in the ordinary course of business consistent with past practices; (e) except as required by the terms of an applicable plan or agreement then in effect or as required or deemed advisable pursuant to applicable Law and except as would not result in an expense greater than $25,000 in the aggregate, (i) any increase in compensation, bonuses or paid other benefits payable to any capital expenditures in excess of $25,000director or executive officer or, except in the ordinary course of business consistent with past practice; practices, other employee of the Company or any of its Subsidiaries or (cii) incurred any indebtedness for borrowed money entering into, adoption or issued amendment in any material respect of any employment, change of control, severance, compensation, bonus, profit-sharing, stock option or sold other stock related rights or other forms of incentive or deferred compensation, retirement benefits or other benefit agreement, plan, arrangement or policy applicable to any debt securitiesdirector or executive officer or, except in the ordinary course of business consistent with past practice; practices, any other employee of the Company or any of its Subsidiaries; or (df) incurred any resolution, commitment or discharged agreement to take any liabilities or obligations except of the actions described in the ordinary course of business consistent with past practice; clauses (b) through (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicethis Section 4.10.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from Since the date of the GRS Balance Sheet Date, the Targeted Businesses and each Target Subsidiary has conducted its respective business only in the ordinary and usual course consistent with past practice, and neither the Sellers (with respect to the date of this AgreementTargeted Businesses), GRS has notthe Targeted Businesses nor any Target Subsidiary has: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its condition consolidated financial condition, results of operations, assets, liabilities (financial absolute, accrued, contingent or otherwise), reserves, businesses or operations, assets, liabilities, business or prospects; (b) contracted for other than deferred revenues (calculated in a manner consistent with the purchase of Balance Sheet) and advertising expenses, including without limitation, media buys, incurred any capital assets having a cost in excess of $25,000 liability or paid any capital expenditures in excess of $25,000obligation (absolute, accrued, contingent or otherwise), except non-material obligations incurred in the ordinary course of business and consistent with past practice, which do not exceed $250,000 in the aggregate (counting obligations or liabilities arising from one transaction or a series of similar transactions, and all periodic installments or payments under any Lease or other agreement providing for periodic installments or payments, at the total amount of such obligation or liability), or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (c) incurred paid, discharged or satisfied any indebtedness for borrowed money claim, liability or issued obligation (whether absolute, accrued, contingent or sold any debt securitiesotherwise) in excess of $500,000 in the aggregate other than the payment, except discharge or satisfaction in the ordinary course of business and consistent with past practice; (d) practice of liabilities and obligations reflected or reserved against in the Balance Sheet or incurred or discharged any liabilities or obligations except in the ordinary course of business and consistent with past practicepractice since the Balance Sheet Date; (d) permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any Encumbrance, except for liens for current taxes not yet due, and carriers liens, warehousemen's liens, materialman's liens and mechanic's liens, in each case which arise automatically by operation of law; (e) paid written off as uncollectible any amount on any indebtedness prior to the due date, forgiven notes or canceled any debts or claims or released or waived any rights or claimsaccounts receivable, except for write-offs in the ordinary course of business and consistent with past practice; (f) mortgagedcancelled any material debts or waived any claims or rights of substantial value; (g) sold, pledged transferred, or subjected to any security interest, lien, lease or other charge or encumbrance otherwise disposed of any of its properties or assetsassets (real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practice; (gh) suffered disposed of or permitted to lapse any damage or destruction rights to or loss the use of any of its assets (whether or not covered by insurance) that has materially adversely affectedIntellectual Property, or could materially adversely affect, its business; (h) acquired or disposed of or disclosed to any Person other than representatives of its assets except in the ordinary course Purchaser any trade secret, formula, process, know-how or other Intellectual Property not theretofore a matter of business consistent with past practicepublic knowledge and not subject to a confidentiality agreement; (i) written up or written down except as set forth on Part 3.12(i) of the carrying value of Disclosure Schedule, granted any of its assets, except increase in the ordinary course compensation of business consistent with past practiceofficers or employees of the Targeted Businesses (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any other general increase in the compensation payable or to become payable to any officer or employee of the Targeted Businesses, and no such increase is customary on a periodic basis or required by agreement or understanding; (j) changed except as set forth on Part 3.12(j) of the Disclosure Schedule, granted, issued, accelerated, paid, accrued or agreed to pay or make any accounting principles methods accrual or practices followed arrangement for payment of salary or changed the costing system other payments or depreciation methods of accounting for its assets;benefits pursuant to, or adopt or amend, any new or existing Plan. (k) waived made any material rights single capital expenditure or forgiven any material claimscommitment in excess of $1,000,000 for additions to property, plant, equipment or intangible capital assets or made aggregate capital expenditures and commitments in excess of $2,500,000 in the aggregate for additions to property, plant, equipment or intangible capital assets; (l) lostas to the Target Subsidiaries and Ventures only, terminated declared, paid or experienced set aside for payment any change dividend or other distribution in the relationship with any employee, customer, joint venture partner respect of its capital stock or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assetsmembership interests; (m) increased the compensation made any change in any method of any director accounting or officeraccounting practice other than those required by US GAAP; (n) increased the compensation paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any of its Affiliates or any of its officers or directors or any Affiliate of any employee of its officers or directors except in for compensation to officers at rates not exceeding the ordinary course rates of business consistent with past practice;such fees and compensation paid during the year ended December 31, 2002; or (o) made agreed, whether in writing or otherwise, to take any payments to or loaned any money to any person or entity except action described in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicethis section.

Absence of Certain Changes. Except as and to the extent set forth in Schedule 5.12the Company Financial Statements, from the date of the GRS Balance Sheet December 31, 1999 to the date of this Agreement, GRS has the Company did not: (a) suffered suffer any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsCompany Material Adverse Effect; (b) contracted for the purchase of incur any capital assets having a cost in excess of $25,000 liabilities or paid any capital expenditures in excess of $25,000obligations (absolute, accrued, contingent or otherwise) except non-material items incurred in the ordinary course of business and consistent with past practice, which neither singly or in the aggregate exceed $25,000 except under any line of credit existing on the December Balance Sheet (counting obligations or liabilities arising from one transaction or a series of similar transactions, and all periodic installments or payments under any lease or other agreement providing for periodic installments or payments, as a single obligation or liability), or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves other than trade payables incurred in the ordinary course of business and consistent with past practice; (c) pay, discharge or satisfy any claim, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations reflected or reserved against in the December Balance Sheet or incurred in the ordinary course of business and consistent with past practice since December 31, 1999; (d) permit or allow any indebtedness of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any Liens, except for borrowed money Liens for current taxes not yet due or issued Liens the incurrence of which could not reasonably be expected to have a Company Material Adverse Effect; (e) write-down the value of any of its material inventory (including write-downs by reason of shrinkage or sold xxxx-down) or write-off as uncollectible any debt securitiesnotes or accounts receivable, except for immaterial write-downs or write-offs in the ordinary course of business and consistent with past practice and except for write-downs or write-offs for which reserves have been established on the December Balance Sheet; (f) cancel any debts or waived any claims or rights of substantial value; (g) sell, transfer, or otherwise dispose of any of its material properties or assets (real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practice; (dh) incurred grant any increase in the compensation or discharged benefits of any liabilities director, officer, employee or obligations consultant of the Company (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation or benefits payable or to become payable to any director, officer, employee or consultant of the Company, except in the case of employees other than officers of the Company for such increases in compensation or benefits made in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business and consistent with past practice; (i) written up make any change in severance policy or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practicepractices; (j) changed make any accounting principles methods capital expenditure or practices followed or changed acquire any property, plant and equipment for a cost in excess of $50,000 per fiscal quarter in the costing system or depreciation methods of accounting for its assetsaggregate; (k) waived declare, pay or set aside for payment any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture dividend or other entity; (q) distribution in respect of its capital stock or redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any shares of its capital stock or other securities of the Company; (l) make any change in any method of tax or financial accounting or accounting practice or make or change any rights to acquire such capital stock election for federal, state, local or securitiesforeign tax purposes; (m) make any tax election, settle or compromise any federal, state, local or foreign income tax liability, or agreed to change waive or extend the terms and conditions statute of limitations in respect of any such rights paid any dividends or made any distribution to the holders of GRS' capital stocktaxes; (rn) entered pay, loan or advance (other than reasonable travel advances) any amount to, or sold, transferred or leased any material properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any material agreement with or arrangement with, any person of its officers, directors or group, shareholders or modified any affiliate or amended in any material respect the terms associate of any material of its officers, directors or shareholders except for directors' fees, and compensation to employees at rates not inconsistent with the Company's past practice or make any changes in its existing agreement except in the ordinary course borrowing or lending arrangements for or on behalf of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plansuch person; or (to) entered into agree, whether in writing or otherwise, to take any agreement (written or oral) to do any of the foregoing, except action described in the ordinary course of business consistent with past practicethis Section.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from the date of the GRS Balance Sheet to the date of this Agreement, GRS has not:(a) (a) suffered any material adverse changeSince it Latest Balance Sheet Date, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for DUSA has conducted the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except Business in the ordinary course of business consistent with past practice, except as disclosed on Schedule 2.10 hereof, and there has not been: (i) Any material adverse change in the Condition of the Business; (cii) incurred any indebtedness for borrowed money or issued or sold any debt securitiesAny damage, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease destruction or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or casualty loss of any of its assets (whether or not covered by insurance) that has materially adversely affected), condemnation or could materially adversely affect, its businessother taking affecting the Business or the Assets of DUSA; (hiii) acquired Any change in any method of accounting or disposed of any of its assets except in the ordinary course of business consistent with past practiceaccounting practice by DUSA; (iiv) written up or written down Except for the carrying value employment agreements with the two officers of any HOWCO that are a requirement of its assets, the asset sale by and between DUSA and HOWCO; potential employment agreements between DUSA and BRVant that DUSA is taking over as a result of the acquisition by DUSA of BRVant’s operations; and except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except normal increases granted in the ordinary course of business, any increase in the compensation, commission, bonus or other direct or indirect remuneration paid, payable or to become payable to any officer, member, director, consultant, agent or employee of DUSA, or any alteration in the benefits payable or provided to any thereof; (pv) formed Any material adverse change in the relationship of DUSA with its employees, customers, suppliers or acquired or disposed of any interest in any corporation, partnership, joint venture or other entityvendors; (qvi) redeemedExcept for the asset sale by and between DUSA and HOWCO, purchased or otherwise acquiredDUSA and BRVant, or sold, granted or otherwise disposed of, directly or indirectly, and except for any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or changes made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of Business, any material change in any of DUSA's business consistent with past practicepolicies, including advertising, marketing, selling, pricing, purchasing, personnel, returns or budget policies; (svii) entered into, adopted Any agreement or amended any Employee Benefit Plan; or (t) entered into any agreement (arrangement whether written or oral) oral to do any of the foregoing, except in the ordinary course of business consistent with . (viii) DUSA has no Liability that is past practicedue.

Absence of Certain Changes. Except as set forth specifically contemplated by the Transaction Documents or otherwise disclosed in Schedule 5.12, from the date Section 3.9(s) of the GRS Disclosure Schedule, since the Balance Sheet Date, each Group Company has operated its Businesses and assets in the ordinary course consistent with past practice in all material respects. Without limitation to the date generality of this Agreementthe foregoing, GRS has notnone of the Group Companies has, since the Balance Sheet Date: (a) suffered entered into any transaction that was not in the ordinary course of business consistent with past practice; or made any material adverse change, whether or not caused by changes in the customary methods of operations of any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsGroup Company; (b) contracted for the purchase acquired, sold, transferred, leased, subleased, licensed or otherwise disposed of any material properties or assets, other than the sale of inventories in the ordinary course of business consistent with past practice; or permitted or allowed any assets to be subject to any Liens (other than Liens for Taxes in the ordinary course of business consistent with past practice that are not yet due and payable), or, except in the ordinary course of business consistent with past practice, discharged or otherwise obtained the release of Liens related to any Group Company or paid or otherwise discharged any Liability; (c) written down or written up (or failed to write down or write up in accordance with the Applicable Accounting Standard consistent with past practice) the value of any accounts receivable or revalued any of the assets of the Group Companies, other than in the ordinary course of business consistent with past practice and in accordance with the Applicable Accounting Standard; (d) made any change in any method of accounting or accounting practice or policy used by any Group Company, other than such changes required by the Applicable Accounting Standard; (e) amended, terminated, cancelled or compromised any material claim of any Group Company or waived any other material right of value to any Group Company; (f) issued or sold any equity or debt securities, or any option, warrant or other right to acquire the same, of any Group Company; or redeemed any equity interest in any Group Company or declared, made or paid any dividends or other distributions (whether in cash, securities or other property) to the holders of equity interests in any Group Company; (g) made any capital assets having a cost expenditure or commitment for any capital expenditure in excess of $25,000 US$1,000,000 (or paid the equivalent thereof in another currency) individually or US$2,000,000 (or the equivalent thereof in another currency) in the aggregate; (h) made, revoked or changed any capital expenditures Tax election or method of Tax accounting or settled or compromised any material Liability with respect to Taxes of any Group Company; (i) incurred any Indebtedness or failed to pay any creditor any amount owed to such creditor when due; or incurred any Liability except Liabilities incurred in excess the ordinary course of $25,000business consistent with past practice that do not exceed US$1,000,000 individually (or the equivalent thereof in another currency) or US$2,000,000 (or the equivalent thereof in another currency) in the aggregate; (j) made any loan to, guaranteed any Indebtedness of or otherwise incurred any Indebtedness on behalf of any Person, other than travel advances and other advances made to employees in the ordinary course of business consistent with practice; (k) made any material change in any compensation or benefit arrangement or agreement with any employee of any Group Company; or made any amendments or modifications to the Company Share Incentive Plan or issued any Company Share Award thereunder; or amended, modified or supplemented award agreement relating to any Company Share Award; or accelerated the vesting of any Company Share Award other than in pursuant to this Agreement and the transactions contemplated hereby; (l) entered into any transaction with any Related Party other than in the ordinary course of business consistent with past practice; (m) terminated the employment of, or received any resignation from, any Senior Manager of any Group Company; (n) suffered any material labor dispute involving any Group Company or any of its respective employees; (o) amended, modified or consented to the termination of any Material Contract or the Group Companies’ rights thereunder (other than termination in accordance with its terms), or entered into any Material Contract, in each case, except in the ordinary course of business consistent with past practice; (cp) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived unreasonably terminated any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entitylease arrangements; (q) redeemed, purchased amended or otherwise acquired, restated the memorandum and articles of association (or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions equivalent organizational documents) of any such rights paid any dividends or made any distribution to the holders of GRS' capital stockGroup Company; (r) entered into merged or consolidated any material agreement Group Company with any person other Person or group, acquired all or modified or amended in any material respect substantially all of the terms assets of any material existing agreement except in the ordinary course of business consistent with past practiceother person; (s) entered intoliquidated, adopted dissolved, recapitalized, reorganized or amended otherwise wound up the Business or operations of any Employee Benefit PlanGroup Company; (t) suffered any Material Adverse Effect; or (tu) entered into any agreement (written agreed, whether in writing or oral) otherwise, to do take any of the foregoingactions specified in this Section 3.9 or granted any options to purchase, rights of first refusal, rights of first offer or any other similar rights or commitments with respect to any of the actions specified in this Section 3.9, except in as expressly contemplated by this Agreement and the ordinary course of business consistent with past practiceother Transaction Documents.

Absence of Certain Changes. Except as set forth in Schedule 5.12(a) Between December 31, from the date of the GRS Balance Sheet to 2013 and the date of this Agreement, GRS the Company and its Subsidiaries have conducted their respective businesses only in, and have not engaged in any material transaction other than in accordance with, the ordinary course of such businesses consistent with past practices and there has notnot been: (ai) suffered any event, change, effect, development, state of facts, condition, circumstance or occurrence (including any adverse change with respect to any event, change, effect, development, state of facts, condition, circumstance or occurrence existing on or prior to December 31, 2013) which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (ii) any material adverse changedamage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not caused covered by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsinsurance; (biii) contracted for the purchase any declaration, accrual, setting aside or payment of any dividend or other distribution with respect to any shares of capital assets having a cost stock of the Company or any of its Subsidiaries (except for dividends or other distributions by any direct or indirect wholly owned Subsidiary to the Company or to any wholly owned Subsidiary of the Company), or any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its Subsidiaries; (iv) any material change in excess any method of $25,000 accounting or paid accounting practice or internal controls (including internal controls over financial reporting) by the Company or any capital expenditures of its Subsidiaries; (v) other than in excess of $25,000, except in accordance with the ordinary course of business consistent with past practice;, (A) any (x) material increase in the compensation payable or to become payable to the directors, officers or employees of the Company or its Subsidiaries or (y) payment to any director or officer of the Company or its Subsidiaries of any material bonus or any material profit-sharing or similar payment, or grant to any director or officer of the Company or its Subsidiaries of any rights to receive material severance, termination, change in control, retention, compensation or benefits or any Tax gross-up or (B) any establishment, adoption, entry into or amendment of any collective bargaining agreement, or any material bonus, profit sharing, thrift, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee, in each case, other than as required under any Benefit Plan; and (cvi) incurred any indebtedness for borrowed money agreement by the Company or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) Subsidiaries to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth in Schedule 5.12Since August 31, from the date of the GRS Balance Sheet to the date of this Agreement2006, GRS such Constituent Company has not:: suffered any Material Adverse Change; (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 10,000 or paid any capital expenditures in excess of $25,00010,000, except in the ordinary course of business consistent with past practice; (cb) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (dc) incurred or discharged any material liabilities or obligations except in the ordinary course of business consistent with past practice; (ed) paid any amount on any indebtedness prior to the due date, forgiven or canceled any material debts or claims or released or waived any material rights or claims, except in the ordinary course of business consistent with past practice; (fe) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties Properties or assets, Company Assets; (f) suffered any damage or destruction to or loss of any Company Assets (whether or not covered by insurance) that has materially adversely affected its business; (g) acquired or disposed of any material Company Assets except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of businessbusiness consistent with past practice or loaned any money to any person or entity that is not reflected in the Financial Statements; (pi) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (qj) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights or paid any dividends or made any distribution to the holders of GRS' its capital stock; (rk) entered into or terminated any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (sl) entered into, adopted received any indication from any customer or amended any Employee Benefit Plansupplier that it intends to discontinue or change the terms of its relationship with each Constituent Company; (m) materially changed its accounting methods; or (tn) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from Between the respective dates of the Recent Balance Sheets and the date hereof, (a) there has not been any material change in the financial position, operations or results of operations of the GRS Balance Sheet Business, (b) the Sellers have conducted the operations of the Business in the ordinary course of business and (c) the Sellers have not, with respect to the date of this Agreement, GRS has notBusiness: (a) suffered paid any material adverse change, obligation or liability (including trade or account payables) other than in the ordinary course of business or accelerated the collection of (or discounted) any accounts or notes receivable (whether billed or not caused by any deliberate act or omission of GRS unbilled) or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsdeferred revenue; (b) contracted for sold, leased, assigned or transferred any of its tangible assets (including those included in the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000Purchased Assets), except in the ordinary course of business, or canceled without fair consideration any debts or claims owing to or held by it; (c) sold, assigned, licensed, sublicensed, transferred or encumbered any Intellectual Property or other intangible assets, disclosed any Confidential Information to any Person (other than the Buyer and the Buyer’s representatives) other than in the ordinary course of business consistent with past practice; (c) incurred how it was conducted prior to the date hereof, or abandoned or permitted to lapse any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practicePurchased Intellectual Property; (d) incurred made or discharged granted any liabilities bonus or obligations any wage or salary increase to any employee or group of employees (except as required by pre-existing Contracts or, in the ordinary course case of business non-officer employees, consistent with past practice), or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (e) paid incurred any amount on Indebtedness or incurred or become subject to any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claimsmaterial liability, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except liabilities incurred in the ordinary course of business; (pf) formed suffered any extraordinary Losses or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or waived any rights to acquire such capital stock of material value, whether or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except not in the ordinary course of business consistent with past practicebusiness; (sg) made any capital expenditures or commitments therefore that aggregate in excess of $50,000; (h) made any change in any method of accounting or accounting policies, other than those required by GAAP, which have been disclosed in writing to the Buyer; (i) engaged in any promotional sale, discount, price reduction or other activity that has had or would reasonably be expected to have the effect of accelerating to pre-Closing periods sales that otherwise would be expected to occur in post-Closing periods; (j) entered into, adopted amended or amended terminated any Employee Benefit PlanMaterial Contract or Permit; or (tk) entered into any agreement (written other material transaction, whether or oral) to do any of the foregoing, except not in the ordinary course of business, or materially changed any business consistent with past practice.

Absence of Certain Changes. Except as and to the extent set forth in Schedule 5.122.1(i) hereto, from since March 31, 2018, the date of the GRS Balance Sheet to the date of this Agreement, GRS Company has not: (ai) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its working capital, condition (financial or otherwise), operations, assets, liabilities, business business, operations or prospectsprospects except that losses are continuing; (bii) contracted incurred any material liabilities or obligations except liabilities and payables incurred in the ordinary course of business and consistent with past practice, none of which exceeds $5,000 (counting obligations or liabilities arising from one transaction or a series or similar transactions, and all periodic installments or payments under any lease or other agreement providing for periodic installments or payments, as a single obligation or liability), or experienced any increase in, or change in any assumption underlying or methods of calculating, any bad debt, contingency or other reserves; (iii) paid, discharged or satisfied any claim, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the purchase payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations reflected or reserved against in the Balance Sheet or incurred in the ordinary course of business and consistent with past practice since March 31, 2018; (iv) permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any capital kind, other than taxes and general and special assessments not in default and payable without penalty of interest; (v) written off as uncollectible any notes or accounts receivable, except for write-offs in the ordinary course of business and consistent with past practice, none of which are material; (vi) canceled any debts or waived or suffered to lapse any claims or rights of substantial value, or sold, transferred, or otherwise disposed of any of its properties or assets having a cost in excess of $25,000 (real, personal or paid any capital expenditures in excess of $25,000mixed, tangible or intangible), except in the ordinary course of business and consistent with past practice; (cvii) incurred disposed of or suffered to lapse any indebtedness for borrowed money rights to use any Toll Free Telephone Number, Domain Name, patent, trademark, trade name or issued copyright, or sold any debt securities, disposed of or disclosed (except as necessary in the ordinary course conduct of business consistent with past the Business) to any person any trade secret, formula, process or know-how; (viii) granted any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee, and, unless otherwise set forth in Schedule 2.1(i), no such increase is customary on a periodic basis or is required by agreement or understanding; (ix) [INTENTIONALLY OMITTED] (x) [INTENTIONALLY OMITTED] (xi) made any change in any method of accounting or accounting practice; (dxii) incurred paid, loaned or discharged advanced any liabilities amount to, or obligations except sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any of its officers, directors, debt holders, Seller or employees or any “affiliate” or “associate” of any of its officers, directors, note holders, Seller or employees (as such terms are defined in Rule 405 promulgated under the ordinary course of business consistent with past practiceSecurities Act and as used herein, “Affiliate” and “Associate”); (exiii) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, in respect of debt for borrowed money except in the ordinary course for regularly scheduled payments of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially principal and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change accordance with the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Planthereof; or (txiv) entered into agreed, whether in writing or otherwise, to take any agreement (written action described in this Section unless such action is specifically excepted from this Section or oral) to do any of the foregoing, except described in the ordinary course of business consistent with past practiceSchedule 2.1(i).

Absence of Certain Changes. Except as set forth in on Schedule 5.12, from the date of the GRS Balance Sheet to the date of 3.14 and as contemplated by this Agreement, GRS since the Balance Sheet Date, the Company has not: (a) suffered any material adverse changea Material Adverse Effect, whether or not caused by any deliberate act or omission of GRS the Company or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsOwner; (b) contracted for the purchase of any capital assets asset having a cost in excess of $25,000 5,000 or paid made any single capital expenditures expenditure in excess of $25,000, except in the ordinary course of business consistent with past practice5,000; (c) incurred any indebtedness for borrowed money (other than short-term borrowings in the ordinary course of business consistent with reasonable past practice) or issued or sold any debt securities; (d) incurred or discharged any material liabilities or obligations, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with reasonable past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled cancelled any debts claims or claims any debt in excess of $5,000 or released or waived any rights or claims, except in the ordinary course of business consistent with reasonable past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assetsAssets (other than statutory liens arising in the ordinary course of business consistent with reasonable past practice or other liens that do not materially detract from the value or interfere with the use of such properties or Assets); (g) suffered any damages or destruction to or loss of any Assets (whether or not covered by insurance) that has resulted, or might reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect; (h) acquired or disposed of any Assets having an aggregate value in excess of $5,000, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with reasonable past practice; (i) written up or written down the carrying value of any of its assetsAssets, except other than accounts receivable in the ordinary course of business consistent with reasonable past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assetsAssets; (k) waived lost or terminated any material rights employee, customer or forgiven any material claimssupplier that has resulted, or might reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect; (l) lostincreased the compensation of any Owner, terminated director, officer, key employee or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assetsconsultant; (m) increased the compensation of any director or officer; employee (n) increased the compensation of any employee except for increases in the ordinary course of business consistent with reasonable past practice) or hired any new employee who, in either case, is expected to receive annualized compensation of $15,000 or more; (n) made any payments of cash or Assets to or loaned any money or Assets to any person or entity referred to in Section 3.26; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed formed, or acquired or disposed of any interest in in, any corporation, partnership, joint venture venture, limited liability company or other entity; (qp) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock stock, securities or securities other ownership interests or any rights to acquire such capital stock stock, securities or securitiesother ownership interests, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock, securities or other ownership interests or rights; (rq) entered into any material agreement providing for total payments in excess of $5,000 in any 12 month period with any person or group, or modified or amended in any material respect the terms of any material such existing agreement agreement, except in the ordinary course of business consistent with reasonable past practice; or except with AMP's consent, which consent will not be unreasonably withheld; (sr) entered into, adopted or amended any Employee Benefit Plan, except as contemplated hereby; or (ts) entered into any agreement (written commitment or oral) transaction, or experienced any event, that would materially interfere with its performance under this Agreement or any other agreements or document executed or to do any of the foregoingbe executed pursuant to this Agreement or otherwise has resulted, except or might reasonably be expected to result, individually or in the ordinary course of business consistent with past practiceaggregate, in a Material Adverse Effect.

Absence of Certain Changes. (a) Except as set forth in Schedule 5.12required by this Agreement and the other Transaction Documents, from the date of the GRS Balance Sheet since December 31, 2007 to the date of this Agreementhereof, GRS Purchaser has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in operated its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practice;practice in all material respects, and Purchaser has not (but only as it related to its business): (ci) incurred any indebtedness for borrowed money adopted a plan or issued agreement of complete or sold any debt securitiespartial liquidation, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due datedissolution, forgiven or canceled any debts or claims or released or waived any rights or claimsrestructuring, except in the ordinary course of business consistent with past practice; (f) mortgagedmerger, pledged or subjected to any security interestconsolidation, lienrestructuring, lease recapitalization or other charge or encumbrance any reorganization of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its Purchaser’s business; (hii) acquired entered into or disposed consummated any material acquisition of the business, stock, assets or other properties of any of its assets except in the ordinary course of business consistent with past practice; (i) written up other Person, or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customerdivestiture, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its other material business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in transaction outside the ordinary course of business. (iii) made any accounting changes except as required by GAAP or other body of recognized accounting principles employed by Purchaser in keeping its books and records; (piv) formed changed the organizational documents of Purchaser, or acquired changed the authorized or disposed issued capital stock of Purchaser (except for the issuance of shares capital stock of Purchaser issuable pursuant to options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any interest in character obligating Purchaser to issue any corporation, partnership, joint venture or other entityshares capital stock of Purchaser outstanding on the date hereof); (qv) redeemed, purchased failed to keep in full force and effect without material modification any existing policies or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any binders of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change insurance maintained in respect of the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stockPurchaser’s business; (rvi) entered into amended, terminated, cancelled or compromised any material agreement with claims of Purchaser (related to the Purchaser’s business) or waived any person or group, or modified or amended in any material respect other rights of substantial value to Purchaser (related to the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit PlanPurchaser’s business); or (tvii) entered into any agreement (written agreed, whether in writing or oral) otherwise, to do take any of the foregoingactions specified in this Section 4.10(a), except as expressly contemplated by this Agreement and the other Transaction Documents. (b) Since December 31, 2007, except as expressly contemplated by this Agreement, or specifically disclosed in any Purchaser SEC Report filed since December 31, 2007 and prior to the ordinary course date of business consistent with past practicethis Agreement, there has not been any Purchaser Material Adverse Effect.

Absence of Certain Changes. Except as set forth disclosed in Schedule 5.12-------------------------- the Company SEC Documents filed prior to the date hereof, from since the date of the GRS Balance Sheet to Sheet, the date of this Agreement, GRS Company has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its condition working capital, financial condition, assets, liabilities (financial absolute, accrued, contingent or otherwise), operationsreserves, assetsbusiness, liabilities, business operations or prospects; (b) contracted for the purchase of incurred any capital assets having a cost in excess of $25,000 liabilities or paid any capital expenditures in excess of $25,000obligations (absolute, accrued, contingent or otherwise) except non-material items incurred in the ordinary course of business and consistent with past practice, none of which exceeds $100,000 (counting obligations or liabilities arising from one transaction or a series of similar transactions, and all periodic installments or payments under any lease or other agreement providing for periodic installments or payments, as a single obligation or liability), or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (c) incurred paid, discharged or satisfied any indebtedness for borrowed money claim, liability or issued obligation (whether absolute, accrued, contingent or sold any debt securitiesotherwise) other than the payment, except discharge or satisfaction in the ordinary course of business and consistent with past practice; (d) practice of liabilities and obligations reflected or reserved against in the Balance Sheet or incurred or discharged any liabilities or obligations except in the ordinary course of business and consistent with past practicepractice since the date of the Balance Sheet; (d) permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, except for liens for current taxes not yet due; (e) paid written down the value of any amount on inventory (including write-downs by reason of shrinkage or xxxx-down) or written off as uncollectible any indebtedness prior to the due date, forgiven notes or canceled any debts or claims or released or waived any rights or claimsaccounts receivable, except for immaterial write-downs and write-offs in the ordinary course of business and consistent with past practice; (f) mortgagedcancelled any debts or waived any claims or rights of substantial value; (g) sold, pledged transferred, or subjected to any security interest, lien, lease or other charge or encumbrance otherwise disposed of any of its properties or assetsassets (real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practice; (gh) suffered disposed of or permitted to lapse any damage or destruction rights to or loss the use of any of its assets (whether or not covered by insurance) that has materially adversely affectedIntellectual Property, or could materially adversely affect, its business; (h) acquired or disposed of any or disclosed (except as necessary in the conduct of its assets except in the ordinary course business) to any person other than representatives of business consistent with past practiceParent any trade secret, formula, process, know-how or other Intellectual Property not theretofore a matter of public knowledge; (i) written up or written down the carrying value of granted any of its assets, except general increase in the ordinary course compensation of business consistent with past practiceofficers or employees (including any such increase pursuant to any bonus, pension, profitsharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee, and no such increase is customary on a periodic basis or required by agreement or understanding; (j) changed made any accounting principles methods single capital expenditure or practices followed commitment in excess of $10,000 for additions to property, plant, equipment or changed the costing system intangible capital assets or depreciation methods made aggregate capital expenditures and commitments in excess of accounting $50,000 (on a consolidated basis) for its additions to property, plant, equipment or intangible capital assets; (k) waived declared, paid or set aside for payment any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture dividend or other entity; (q) distribution in respect of its capital stock or redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any shares of its capital stock or other securities or any rights to acquire such capital stock or securities, or agreed to change of the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stockCompany; (rl) entered into made any material agreement with any person or group, or modified or amended change in any material respect the terms method of any material existing agreement except in the ordinary course of business consistent with past accounting or accounting practice; (sm) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered intointo any agreement or arrangement with, adopted any of its officers or amended directors or any Employee Benefit PlanAffiliate or Associate of any of its officers or directors except for directors' fees, and compensation to officers at rates not exceeding the rates of compensation paid during the year ended January 31, 1998; or (tn) entered into agreed, whether in writing or otherwise, to take any agreement (written or oral) to do any of the foregoing, except action described in the ordinary course of business consistent with past practicethis section.

Absence of Certain Changes. Except Since March 31, 1998, except as set forth in Schedule 5.12, from the date any of the GRS Balance Sheet Motoguzzi Disclosure Schedules attached hereto, and except for costs, expenses or liabilities incurred or actions taken in connection with this Agreement and the transactions contemplated hereby (which costs, expenses and liability are to be paid by TRG), or action taken in furtherance of the date transactions identified in Items 1 through 4 of this AgreementSCHEDULE 3.08 of the Motoguzzi Disclosure Schedules attached hereto, GRS has notneither Motoguzzi nor any of the Motoguzzi Subsidiaries has: (a) suffered issued, delivered or agreed to issue any material adverse changestock, bonds or other corporate securities (whether authorized and unissued or not caused by any deliberate act or omission of GRS or any stockholder of GRS, held in its condition (financial or otherwisethe treasury), operationsor granted or agreed to grant any options (including employee stock options), assets, liabilities, business warrants or prospectsother rights for the issue thereof; (b) contracted for the purchase of borrowed or agreed to borrow any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, funds except in the ordinary course of business consistent with past practicepractices; (c) incurred any indebtedness for borrowed money obligation or issued liability, absolute, accrued, contingent or sold any debt securitiesotherwise, whether due or to become due, except current liabilities incurred in the ordinary course of business consistent with past practiceprior practice and liabilities to TRG which, together with other liabilities to TRG, OAM and their subsidiaries (other than Motoguzzi and the Motoguzzi Subsidiaries) shall not exceed $800,000 in the aggregate as of the Closing Date, or, when the foregoing representation is restated as of the Closing Date, such obligations or liabilities as do not either singly or in the aggregate, have a Motoguzzi Material Adverse Effect; (d) incurred sold, transferred, leased to others or discharged otherwise disposed of any liabilities or obligations except in assets outside of the ordinary course of business consistent with past practiceor canceled or compromised any debt or claim, or waived or released any right of substantial value; (e) paid received any amount on notice of termination of any indebtedness prior Material Contract or Permit or suffered any damage, destruction or loss if not covered by insurance, which, as to any of the due dateforegoing, forgiven or canceled any debts or claims or released or waived any rights or claims, except has resulted in the ordinary course of business consistent with past practice;a Motoguzzi Material Adverse Effect: (f) mortgagedencountered any labor union organizing activity, pledged labor disputes or subjected to had any security interestmaterial change in its relations with its employees or agents, lien, lease clients or other charge or encumbrance any of its properties or assets, except insurance carriers which has resulted in the ordinary course of business consistent with past practicea Motoguzzi Material Adverse Effect; (g) suffered paid any damage monies to TRG or destruction to OAM or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its businesstheir subsidiaries; (h) acquired or disposed of suffered any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practiceMotoguzzi Material Adverse Change.

Absence of Certain Changes. Except as set forth on Schedule 5.09 or as described in Schedule 5.12, from the date any of the GRS Balance Sheet to Bracknell Disclosure Documents, since, April 30, 2000, Bracknell and its Subsidiaries have conducted their business in all material respects in the date of this Agreement, GRS ordinary course consistent with past practices and there has notnot been: (a) suffered any material adverse changeevent, whether occurrence or not caused by development or state of circumstances or facts, which affects or relates to Bracknell, its Subsidiaries or the industries in which any deliberate act of them operate, which has had or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectswould reasonably be expected to have a Bracknell Material Adverse Effect; (b) contracted for the purchase any material amendment or termination of any capital material contact or material Lease relating to the Business other than in the ordinary course of business and which would, in the aggregate, not have a Bracknell Material Adverse Effect; (c) any material destruction, damage or other loss to any of the assets having of Bracknell or any of its Subsidiaries that is not covered by insurance and which would not, in the aggregate, have a cost in excess Bracknell Material Adverse Effect; (d) any material sale, lease or other disposition of $25,000 any of the assets of Bracknell or paid any capital expenditures in excess of $25,000its Subsidiaries, except other than assets sold, leased or otherwise disposed of in the ordinary course of business consistent with past practicepractice and which would not, in the aggregate, have a Bracknell Material Adverse Effect; (ce) incurred any indebtedness for borrowed money material purchase or issued lease of any assets by Bracknell or sold any debt securitiesof its Subsidiaries, except other than assets purchased or leased in the ordinary course of business consistent with past practicepractice which would not, in the aggregate, have a Bracknell Material Adverse Effect; (df) incurred any material increase in the compensation payable to any of the employees of Bracknell or discharged any liabilities or obligations of its Subsidiaries, except for increases in the ordinary course of business and consistent with past practice; (e) paid any amount on any indebtedness prior to the due datepractice and which would, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgagedaggregate, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice;not have a Bracknell Material Adverse Effect; or (g) suffered any damage agreement or destruction to commitment by Bracknell or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of Subsidiaries to take any of its assets except action described in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicethis Section 5.09.

Absence of Certain Changes. Except Other than as set forth in on Schedule 5.123.11, from the date of the GRS Balance Sheet to the date of this Agreementneither Target Corporation has, GRS has notsince December 31, 1998: (a) suffered issued, delivered or agreed to issue any material adverse changestock, bonds or other corporate securities (whether authorized and unissued or not caused by any deliberate act or omission of GRS or any stockholder of GRS, held in its condition (financial or otherwisethe treasury), operationsor granted or agreed to grant any options (including employee stock options), assets, liabilities, business warrants or prospectsother rights for the issue thereof; (b) contracted for the purchase of borrowed or agreed to borrow any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practicefunds; (c) incurred any indebtedness for borrowed money obligation or issued liability, absolute, accrued, contingent or sold any debt securitiesotherwise, whether due or to become due, except current liabilities incurred in the ordinary course of business and consistent with past prior practice; (d) other than pursuant to this Agreement, discharged or satisfied any obligation or encumbrance other than ordinary operating expenses and trade payables reflected on the Balance Sheet, and trade payables and other operating expenses incurred or discharged any liabilities or obligations except after December 31, 1998 in the ordinary course of business and consistent with past prior practice, all of which payments have been made in a manner consistent with prior practice; (e) paid failed to pay any amount on any indebtedness prior to the due datepayables when due, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past prior practice; (f) mortgagedsold, pledged transferred, leased to others or subjected to otherwise disposed of any security interest, lien, lease or other charge or encumbrance any assets outside of its properties or assets, except in the ordinary course of business consistent with past practiceor canceled or compromised any debt or claim, or waived or released any right of substantial value; (g) received any notice of termination or other threatened termination of any Material Contract, Lease, Permit or other agreement, or suffered any damage or damage, destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affectedthe effect of which would reasonably be expected to have, either singly or could materially adversely affectin the aggregate, its businessa Target Corporation Material Adverse Effect; (h) acquired encountered any labor union organizing activity labor disputes or had any material change in its relations with its employees or agents, clients or insurance carriers; (i) made any accrual or arrangement for any bonus, or any increase in compensation or any severance or termination payment to (i) any present or former officer or employee of each Target Corporation; or (ii) to any affiliate of any Target Corporation or any officer, director or significant shareholder of any Target Corporation; (j) transferred or granted any rights under, or entered into any settlement regarding the breach or infringement of, any license or any of the Intellectual Property used in the businesses or operations of each Target Corporation, or licensed or otherwise transferred or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assetsmaterial Intellectual Property; (k) waived declared or made, or agreed to declare or make, any material rights payment of dividends or forgiven distributions of any material claimsassets of any kind whatsoever to any of its stockholders or any affiliate of any of its stockholders, or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock, or made or agreed to make any payment to any of its stockholders or any affiliate of any of its stockholders, whether on account of debt, management fees or otherwise; (l) lostsuffered any material adverse change, terminated in any case or experienced any change in the relationship with any employeeaggregate, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or in its assets; (m) increased the compensation , liabilities, financial condition, results of any director operations or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (tm) entered into any agreement (written or oral) made any commitment to do take any of the foregoingtypes of action described in any of the foregoing clauses (other than clauses (g), except in the ordinary course of business consistent with past practice(h) or (i)).

Absence of Certain Changes. Except as set forth in on Schedule 5.125.10 hereto, from the date of the GRS Latest Balance Sheet Date to the date of this Agreement, GRS the Seller has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS the Seller, or any stockholder of GRSShareholder, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securitiesmoney, except in the ordinary course of business consistent with past practice, or issued or sold any debt securities; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lienLien, lease or other charge or encumbrance any of its properties Properties or assetsAssets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets Assets (whether or not covered by insurance) that has materially adversely affectedMaterially Adversely Effected, or could materially adversely affectMaterially Adversely Effect, its businessthe Seller; (h) acquired or disposed of any of its assets Assets, except in the ordinary course of business consistent with past practicepractice or as permitted by Section 1.2 hereof; (i) written up or written down the carrying value of any of its assetsthe Assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assetsthe Assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business the Business or its assetsAssets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee employee, except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity entity, except in the ordinary course of businessbusiness consistent with past practice; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights or paid any dividends or made any distribution to the holders of GRS' the Seller's capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; (t) issued any credit memos representing price adjustments related to services previously rendered to customers except in the ordinary course of business consistent with past practice; or (tu) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth in on Schedule 5.123.9 or as specifically contemplated by this Agreement (including Schedules I and 2), from since the Balance Sheet Date through the date of the GRS Balance Sheet to the date of this Agreementhereof there has not been, GRS has notoccurred or arisen any: (a) suffered any material adverse change, whether or not caused transaction by any deliberate act or omission of GRS the Company or any stockholder of GRSthe Subsidiaries, except in its condition (financial or otherwise), operations, assets, liabilities, the ordinary course of business or prospectsand consistent with past practices; (b) contracted amendments or changes to the Organizational Documents of the Company or of any of the Subsidiaries; (c) capital expenditure or capital commitment by the Company or any of the Subsidiaries, except in the ordinary course of business and consistent with past practices; (d) payment, discharge or satisfaction of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of the Company or any of the Subsidiaries), other than payments, discharges or satisfactions in the ordinary course of business and consistent with past practices; (e) (i) request by the Company or any of the Subsidiaries to accelerate the payment of any accounts receivable; or (ii) change to the Company’s or any of the Subsidiaries’ cash management practices, in each case except in the ordinary course of business and consistent with past practice; (f) destruction of, damage to or loss of any material assets of the Company or any of the Subsidiaries (whether or not covered by insurance), or loss of any material business or customer of the Company or any of the Subsidiaries which would reasonably be expected to have a Material Adverse Effect; (g) work stoppage, labor strike or other labor trouble, or any material action, suit, claim, demand, labor dispute or grievance relating to any labor, employment and/or safety matter involving the Company or any of the Subsidiaries, including charges of wrongful discharge, discrimination, wage and hour violations, or other unlawful labor and/or employment practices or actions; (h) change in accounting methods or practices (including any change m depreciation or amortization policies or rates) by the Company or any of the Subsidiaries; (i) revaluation by the Company or any of the Subsidiaries of any of its material assets, including the writing down of the value of any material inventory or writing off of material notes or accounts receivable, except in the ordinary course of business consistent with past practices; (j) (i) Distribution; (ii) split, combination or reclassification of any Company Security or any Subsidiary Security; (iii) issuance or authorization of the issuance of any Company Security, any Subsidiary Securities (other than the issuance of Common Stock upon the exercise of Company Options outstanding on the date hereof pursuant to their terms) or any Security Rights in respect of, in lieu of or in substitution for, any of the forgoing; or (iv) any transfer of any shares of Company Capital Stock or any Subsidiary Securities (other than pursuant to the Restructuring Documentation); (k) increase in the salary or other compensation payable or to become payable by the Company, any of the Subsidiaries or IBH to any of the Key Employees or Key Executive Employees, including the modification of any existing compensation, severance or equity arrangements with such individuals (including any repricing of any right to acquire Company Securities or Subsidiary Securities or any amendment or acceleration of any vesting terms related to any award of, or award with respect to, any Company Securities or Subsidiary Securities held by such individuals), or the declaration, payment or commitment or obligation of any kind for the purchase payment by the Company, any of the Subsidiaries or IBH of a bonus or other additional salary, compensation or employee benefits to any such Person, in each case other than in the ordinary course of business consistent with past practices; (I) Employee terminations and/or layoffs, excluding termination of Employees with poor performance ratings or for cause, other than in the ordinary course of business consistent with past practices; (m) (i) grant of severance or termination or other pay or benefits to any Employee, consultant or contractor, other than in the ordinary course of business consistent with past practices; (ii) adoption or amendment of any capital employee benefit plan, Change in Control Agreement or severance plan; or (iii) entering into any employment agreement, extension of any employment offer, payment or agreement to pay any material bonus or special remuneration to any Employee, other than in the ordinary course of business consistent with past practices; (n) entering into of any material agreement by the Company or any of the Subsidiaries (including any strategic alliance, joint development or joint marketing agreement or any loan agreement or instrument), any termination, extension, amendment or modification of the material terms of any material agreement by the Company or any of the Subsidiaries or any waiver, release or assignment of any material rights or claims thereunder, in each case except in the ordinary course of business and consistent with past practices; (o) sale, lease, license, transfer or other disposition of any of the material assets having or properties of the Company and the Subsidiaries, taken as a cost whole, or creation of any Lien in excess of $25,000 such assets or paid any capital expenditures in excess of $25,000properties (except for Permitted Liens), except sales or non-exclusive licenses of Company Products in the ordinary course of business consistent with past practice; (cp) incurred loan of any indebtedness material amount by the Company or any of the Subsidiaries to any Person, incurrence by the Company or any of the Subsidiaries of any material Indebtedness (except for borrowed money trade payables in the ordinary course of business and in connection with the Credit Agreement), guarantee by the Company or issued any of the Subsidiaries of any Indebtedness, issuance or sold sale of any debt securitiessecurities of the Company or any of the Subsidiaries or purchase of or guaranteeing of any debt securities of others, except for advances to Employees for travel and business expenses in the ordinary course of business and consistent with past practice; (q) waiver or release of any material right or claim of the Company or any of the Subsidiaries, including any write-off or other compromise of any material account receivable of the Company or any of the Subsidiaries, except in the ordinary course of business and consistent with past practicepractices; (dr) incurred commencement or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior notice or, to the due dateCompany’s knowledge, forgiven threat of commencement, of any lawsuit or canceled proceeding against or investigation of the Company or any debts of the Subsidiaries or claims their affairs, or released commencement of any litigation by the Company or waived any rights of the Subsidiaries, or claimssettlement of any lawsuit, proceeding or investigation (regardless of the party initiating the same), except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except and in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) each case that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could would reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practicehave a Material Adverse Effect; (s) entered intoevent, adopted occurrence, change, effect or amended condition of any Employee Benefit Plancharacter that, individually or in the aggregate, has had or reasonably would be expected to have a Material Adverse Effect; or (t) entered into agreement by the Company or any agreement (written or oral) of the Subsidiaries to do any of the foregoing, things described in the preceding clauses (a) through (s) (except in connection with the ordinary course credit facility under negotiation with Bank of business consistent with past practiceAmerica, NA).

Absence of Certain Changes. Except as set forth indicated in Schedule 5.126.5(f), from the date of the GRS since Seller Balance Sheet to Date, Seller has conducted the date of this Agreement, GRS Business only in the ordinary course consistent with its past practices and has not: (ai) suffered any material adverse change, event or condition which, in any case or in the aggregate, has had or could reasonably be expected to have a Seller Material Adverse Effect; (ii) suffered any destruction, damage to or loss of any asset (whether or not caused covered by any deliberate act insurance) which has had or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectscould reasonably be expected to have a Seller Material Adverse Effect; (biii) contracted incurred any obligation or liability or taken property subject to any liability, whether absolute, accrued, contingent or otherwise and whether due or to become due, except current liabilities for trade or business obligations incurred since Seller Balance Sheet Date in connection with the purchase of goods or services in the ordinary course of the Business and consistent with its prior practices, none of which liabilities, in any capital assets having event, involved a cost in excess potential liability of $25,000 or paid any capital expenditures Seller in excess of $25,000, except individually, or $150,000, in the ordinary course of business consistent with past practiceaggregate; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (fiv) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance Lien any of its properties property, business or assets, except in the ordinary course of business consistent with past practicetangible or intangible; (gv) suffered any damage sold, transferred, leased to others or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or otherwise disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, tangible or intangible, except for inventory sold in the ordinary course of business the Business consistent with its past practicepractices or immaterial amounts of other tangible personal property not required by the Business; (jvi) amended or terminated any Seller Material Contract or any License of Seller or received any notice of termination of any Seller Material Contract, committed a material default under any such Seller Material Contract or License, or suffered a material default by any other party thereto; (vii) declared or made any payment of dividends or other distribution to its shareholders or upon or in respect of any shares of its capital stock, or purchased, retired or redeemed, or obligated itself to purchase, retire or redeem, any of its shares of capital stock or other securities; (viii) changed any its accounting principles methods or practices followed (including, without limitation, any change in depreciation or changed the costing system amortization policies or depreciation methods rates) or revalued any of accounting for its assets; (kix) waived entered into any material rights transaction, contract or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except commitment other than in the ordinary course of business the Business and consistent with past practiceits prior practices; (ox) made suffered any payments to loss of one or loaned more material customers or any money to any person or entity except material amounts of business, in the ordinary course of business; (p) formed aggregate or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions received notice of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Planimpending loss; or (txi) entered into any agreement (written or oral) made any commitment to do take any of the foregoing, except types of actions described in the ordinary course of business consistent with past practicesubparagraphs (i) through (x) above.

Absence of Certain Changes. Except as set forth in Schedule 5.12on SCHEDULE 4.3, from since the date Balance Sheet Date, each of the GRS Balance Sheet to Company and its Subsidiaries has conducted its business in the date ordinary course of business substantially consistent with past practice and there has not been (i) any declaration or payment of distributions or dividends by the Company or its Subsidiaries or any intercompany transfer of assets of any kind whatsoever by the Company or its Subsidiaries; (ii) any transaction not in the ordinary course of business (for purposes of this Agreement, GRS has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission "ordinary course of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in business" means the ordinary course of business consistent with past practice; custom and practice (cincluding with respect to quantity and frequency)); (iii) incurred any indebtedness for borrowed money change in the business, results of operations, condition (financial or issued otherwise), assets, liabilities (whether absolute, accrued, contingent or sold otherwise) or business of the Company or its Subsidiaries that has had or is reasonably likely to have, with the passage of time or otherwise, a Material Adverse Effect; (iv) any debt securitiesdamage, destruction or loss, whether or not covered by insurance, which has had or is reasonably likely to have, with the passage of time or otherwise, a Material Adverse Effect; (v) any sale or transfer of any of their assets or any cancellation of any debts, rights or claims, except sales in the ordinary course of business consistent of inventory or immaterial amounts (not in excess of $5,000 in the aggregate) of other tangible personal property not required in their respective businesses; (vi) any mortgage, pledge or subjection to lien, charge or encumbrance of any kind, except liens for taxes not due, of any of their properties or assets; (vii) any material amendment, modification or termination of any material contract or agreement to which the Company or its Subsidiaries is a party; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any employee or agent of the Company or its Subsidiaries or any bonus payment or similar arrangement made to or with past practice; (d) incurred any of such employees or discharged any liabilities or obligations agents, except with the prior written consent of Purchaser other than those undertaken in the ordinary course of business in connection with annual salary reviews consistent with past practice; practices which, in the aggregate, have not increased annual payroll by more than $25,000 and, individually, with respect to any employee, has not increased annual compensation by $10,000; (eix) paid any amount on incurrence of, assumption of, or taking of any indebtedness prior property subject to, any liability, except for liabilities incurred or assumed or property taken subsequent to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except Balance Sheet Date in the ordinary course of business and consistent with past practice; ; (fx) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except alteration in the ordinary course manner of keeping the books, accounts or records of the Company or its Subsidiaries, or in the accounting practices therein reflected; (xi) any issuance or sale of any interests, including but not limited to equity and debt, in or of the Company or its Subsidiaries, or any issuance or sale of securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe to, any interests in or of the Company or its Subsidiaries, or any agreements entered into obligating the Company or its Subsidiaries to issue, sell, redeem, repurchase or acquire any such interests; (xii) any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or its Subsidiaries or any lockouts, strikes, slowdowns, work stoppages, or threats thereof by or with respect to such employees; (xiii) any notice from any customer or customers or supplier or suppliers, as to such customer or supplier's intention not to conduct business with the Company or its Subsidiaries, the results of which loss or losses of business consistent with past practice; (g) suffered any damage or destruction to supplies, individually or loss of any of its assets (whether or not covered by insurance) that in the aggregate, has materially adversely affectedhad, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could may reasonably be expected to materially and adversely affecthave, its business with the passage of time or its assets; otherwise, a Material Adverse Effect; (mxiv) increased the compensation any adoption of, amendment to or termination of any director Employee Plans (as defined herein); or officer; (nxv) increased the compensation any other event or condition of any employee except in character which has had or may reasonably be expected to have, with the ordinary course passage of business consistent with past practice; (o) made any payments to time or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporationotherwise, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicea Material Adverse Effect.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from the date of the GRS Balance Sheet to the date of this Agreement, GRS has not: (a) suffered Since the Company Balance Sheet Date, there has not been any material adverse changeevent, whether occurrence, development or not caused by any deliberate act state of circumstances or omission of GRS facts that has had or any stockholder of GRSwould reasonably be expected to have, individually or in its condition (financial or otherwise)the aggregate, operations, assets, liabilities, business or prospects;a Company Material Adverse Effect. (b) contracted for From the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000Company Balance Sheet Date to the date hereof, except as expressly contemplated by this Agreement or any of the Ancillary Agreements or with respect to the Transactions (x) the businesses of the Transferred Entities have been conducted in the ordinary course of business consistent with past practice;practice and, (y) except as disclosed in Section 4.09(b) of the IAC Disclosure Schedule, there has not been: (ci) incurred any indebtedness for borrowed money creation or issued other incurrence by any Transferred Entity of any Lien, condition, limitation or sold restriction of any debt securitiesnature on any material asset, except other than in the ordinary course of business consistent with past practicepractices; (dii) incurred any making of any material loan, advance or discharged capital contribution to or investment in any liabilities Person; (iii) any transaction or obligations except commitment made, or any Contract entered into, or amended or modified, by any Transferred Entity relating to its assets or business (including the acquisition or disposition of any assets) or any waiver by any Transferred Entity of any Contract or other right, in either case, which transaction, commitment, Contract or waiver, (i) is an Affiliate Transaction or (ii) individually or in the aggregate, is material to the Transferred Entities, taken as a whole, other than in the ordinary course of business consistent with past practicepractices; (eiv) paid any amount on change in any indebtedness prior to the due date, forgiven method of financial accounting principles or canceled practice by any debts or claims or released or waived any rights or claimsTransferred Entity, except for any such change required by reason of a concurrent change in GAAP; (v) any waiver or release of any right or claim of substantial value by any Transferred Entity related to any Company Material Contract; or (vi) any payment, discharge or satisfaction of any material claim, liability or obligation by any Transferred Entity, other than the payment, discharge or satisfaction in the ordinary course of business of Liabilities reflected or reserved against in the Financial Statements or incurred since the Company Balance Sheet Date in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicepractices.

Absence of Certain Changes. Except as set forth on Schedule 3.06, since June 30, 2001, the Business has been conducted in Schedule 5.12the ordinary course consistent with past practice, from the date of the GRS Balance Sheet to the date of this Agreement, GRS and there has notnot been: (a) suffered any material adverse changeevent, whether occurrence, state of circumstances or not caused by any deliberate act facts or omission change in respect of GRS Seller or any stockholder of GRSthe Business that has had or that may be reasonably expected to have, in its condition (financial either alone or otherwise)together, operations, assets, liabilities, business or prospectsa Material Adverse Effect on the Business; (b) contracted for any (i) change in any Liabilities of Seller that has had, or that may be reasonably expected to have, a Material Adverse Effect on the purchase Business or (ii) incurrence, assumption or guarantee of any capital assets having a cost indebtedness for borrowed money by Seller in excess connection with the Business or any of $25,000 the Purchased Assets; (c) any (i) payments by Seller in satisfaction of any Liabilities related to the Business or paid any capital expenditures in excess of $25,000the Purchased Assets, except other than in the ordinary course of business consistent with past practice; practice or (cii) incurred creation, assumption or sufferance of (whether by action or omission) the existence of any indebtedness for borrowed money or issued or sold Lien on any debt securitiesof the Purchased Assets, except in the ordinary course of business consistent with past practiceother than Permitted Liens; (d) incurred any waiver, amendment, termination or discharged cancellation of any liabilities Assumed Contract or obligations except any relinquishment of any material rights thereunder by Seller, other than, in each such case, actions taken in the ordinary course of business consistent with past practice; (e) paid any amount on representation by Seller to any indebtedness prior employee or former employee of the Business that Purchaser or any of its Affiliates would assume, continue to maintain or implement any Benefit Plan after the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practiceClosing Date; (f) mortgagedany change by Seller in its accounting principles, pledged methods or subjected practices or in the manner it keeps its accounting books and records, except any such change required by a change in GAAP; or (g) any (i) single capital expenditure commitment by Seller in excess of Ten Thousand Dollars ($10,000) for additions to any security interestproperty, lienplant, Equipment or intangible capital assets comprising Purchased Assets likely to occur, in whole or in part, after the Closing Date or (ii) sale, assignment, transfer, lease or other charge disposition of or encumbrance any of its properties agreement to sell, assign, transfer, lease or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss otherwise dispose of any of its Purchased Asset, other than non-material assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth specifically contemplated by the Transaction Documents and except as disclosed the Disclosure Schedule, since the Balance Sheet Date, each Group Company has operated its businesses and assets in Schedule 5.12, from the date ordinary course consistent with past practice and none of the GRS Balance Sheet to the date of this Agreement, GRS has notGroup Companies has: (a) suffered entered into any transaction that was not in the ordinary course of business consistent with past practice; or made any material adverse change, whether or not caused by changes in the customary methods of operations of any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsGroup Company; (b) contracted for the purchase acquired, sold, transferred, leased, subleased, licensed or otherwise disposed of any capital material properties or assets, or permitted or allowed any material assets having a cost to be subject to any Liens (other than Liens for Taxes in excess the ordinary course of $25,000 or paid any capital expenditures in excess of $25,000business consistent with past practice that are not yet due and payable), or, except in the ordinary course of business consistent with past practice, discharged or otherwise obtained the release of Liens related to any Group Company or paid or otherwise discharged any Liability; (c) incurred written down or written up (or failed to write down or write up in accordance with the Applicable Accounting Standard consistent with past practice) the value of any indebtedness for borrowed money accounts receivable or issued or sold revalued any debt securitiesof the assets of the Group Companies, except other than in the ordinary course of business consistent with past practicepractice and in accordance with the Applicable Accounting Standard; (d) incurred made any change in any method of accounting or discharged accounting practice or policy used by any liabilities or obligations except in Group Company, other than such changes required by the ordinary course of business consistent with past practiceApplicable Accounting Standard; (e) paid amended, terminated, cancelled or compromised any amount on material claim of any indebtedness prior to the due date, forgiven or canceled any debts or claims or released Group Company or waived any rights or claims, except in the ordinary course other material right of business consistent with past practicevalue to any Group Company; (f) mortgagedissued or sold any equity or debt securities, pledged or subjected to any security interestoption, lien, lease warrant or other charge right to acquire the same, of any Group Company; or encumbrance redeemed any equity interest in any Group Company or declared, made or paid any dividends or other distributions (whether in cash, securities or other property) to the holders of its properties or assets, except equity interests in the ordinary course of business consistent with past practiceany Group Company; (g) suffered made any damage capital expenditure or destruction to commitment for any capital expenditure in excess of US$100,000 (or loss of any of its assets the equivalent thereof in another currency) individually or US$100,000 (whether or not covered by insurancethe equivalent thereof in another currency) that has materially adversely affected, or could materially adversely affect, its businessin the aggregate; (h) acquired made, revoked or disposed changed any Tax election or method of Tax accounting or settled or compromised any Liability with respect to Taxes of any of its assets except in the ordinary course of business consistent with past practiceGroup Company; (i) written up incurred any Indebtedness or written down Liability that, individually or in the carrying value of aggregate, exceeds US$300,000; failed to pay any of its assets, except creditor any amount owed to such creditor when due; or incurred any other Liability not in the ordinary course of business consistent with past practice; (j) changed made any accounting principles methods loan to, guaranteed any Indebtedness of or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived otherwise incurred any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation Indebtedness on behalf of any director or officer; (n) increased the compensation of any employee except Person, other than travel advances and other advances made to employees in the ordinary course of business consistent with past practice; (ok) made any payments to material change in any compensation or loaned benefit arrangement or agreement with any money Key Employees; or made any amendments or modifications to any person Target Company Share Incentive Plan or entity issued any Target Company Share Award thereunder, except in as expressly contemplated by this Agreement and the ordinary course of businessother Transaction Documents; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (rl) entered into any material agreement transaction with any person or group, or modified or amended in any material respect the terms of any material existing agreement except Related Party other than in the ordinary course of business consistent with past practiceon arm’s-length basis; (sm) terminated the employment of, or received any resignation from, any Key Employees; (n) suffered any labor dispute involving any Group Company or any of its respective employees; (o) amended, modified or consented to the termination of any Material Contract or the Group Companies’ rights thereunder, or entered into, adopted into any Material Contract; (p) amended or amended restated the constitution (or equivalent organizational documents) of any Employee Benefit PlanGroup Company; (q) suffered any Material Adverse Effect; or (tr) entered into any agreement (written agreed, whether in writing or oral) otherwise, to do take any of the foregoingactions specified in this Section 3.9 or granted any options to purchase, rights of first refusal, rights of first offer or any other similar rights or commitments with respect to any of the actions specified in this Section 3.9, except in as expressly contemplated by this Agreement and the ordinary course of business consistent with past practiceother Transaction Documents.

Absence of Certain Changes. Except as set forth in Schedule 5.123.11, from the date of the GRS Interim Company Balance Sheet Date to the date of this Agreement, GRS the Company has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS the Company, or any stockholder of GRSStockholder, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties Properties or assetsCompany Assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets Company Assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets Company Assets except in the ordinary course of business consistent with past practicepractice or as permitted by Section 1.05 hereof; (i) written up or written down the carrying value of any of its assetsthe Company Assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assetsthe Company Assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assetsCompany Assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of businessbusiness consistent with past practice; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights or paid any dividends or made any distribution to the holders of GRS' the Company's capital stock; ; 33 (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth Since December 31, 2000, the Transferred Business (including the Transferred Business Companies) has not (a) suffered any actual or prospective change, event or effect to its prospects, Assets, 37 business, operations or position (financial or otherwise) which, individually or in Schedule 5.12the aggregate when taken together with all other actual and prospective adverse changes, from events and effects, since such date, has had or would reasonably be expected to have a Material Adverse Effect (in the date case of the GRS Balance Sheet Transferred Business' financial position and results of operations and cash flows, as compared to its financial position and results of operations as presented in the DPC Financial Statements), (b) as of the date of this Agreement, GRS has not:except to the extent expressly contemplated by this Agreement or consented to in writing by Buyer, conducted its business in any material respect other than in the ordinary and usual course consistent with past practice, or (c): (ai) suffered incurred any material adverse changelong-term Indebtedness or issued any debt securities or assumed, whether guaranteed or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for endorsed the purchase obligations of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000other Person, except in the ordinary course of business consistent with past practicepractice and except for obligations of another Transferred Business Company; (cii) created or otherwise incurred any indebtedness for borrowed money Encumbrance on any material Asset, other than Permitted Encumbrances; (iii) made any material loan or issued advance to or sold any debt securitiescapital contributions to or investment in any Person other than loans, advances or capital contributions to or investments in any of its Wholly-Owned Subsidiaries; (iv) suffered any damage, destruction or other casualty loss (after taking into account any insurance recoveries to the extent such recoveries remain with the Transferred Business Companies) affecting its business or Assets which is material to the Transferred Business Companies and the Transferred Equipment taken as a whole; (v) except (A) to the extent expressly contemplated by this Agreement or consented to in writing by Buyer or (B) in the ordinary course of business consistent with past practice, or entered into any transaction or commitment, or any Contract relating to its respective Assets or business (including the acquisition or disposition of any Assets) or relinquished any Contract or other right, in either case, material to the Transferred Business Companies, taken as a whole, other than this Agreement and the Related Agreements; (dvi) incurred changed any method of accounting, or discharged accounting practice of any liabilities Transferred Business Company, except for any such change required (A) by reason of a concurrent change in Law, SEC guidelines or obligations GAAP or (B) by reason of a change in DuPont's method of accounting or accounting practices that, due to Law, SEC guidelines or requirements or GAAP, requires a change in the accounting practices of a Transferred Business Company; (vii) (A) granted any severance or termination pay to (1) any of its respective employees, other than ordinary course grants in amounts consistent with past practice or (2) any of its respective directors or officers, (B) increased benefits payable under any existing severance or termination pay policies or employment agreements, (C) entered into any material employment, consulting, deferred compensation or other similar agreement (or adopted any amendment to any such existing agreement) with any of its respective directors or officers, (D) established, adopted or amended (except as required by applicable Law) any collective bargaining, bonus, profit sharing, thrift, pension, retirement, change-in-control, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any of its respective directors, officers or employees, (E) materially increased compensation, bonus or other benefits payable to any of its respective directors or officers or (F) except in the ordinary course of business consistent with past practice, increased the compensation, bonus or other benefits payable to any of its respective employees (other than directors or officers), where such increases could, in the aggregate, be material; (eviii) paid failed to pay any creditor of the Transferred Business any material amount when due or defaulted on any indebtedness prior material obligation relating to the due date, forgiven conduct or canceled any debts or claims or released or waived any rights or claims, except in operation of the ordinary course of business consistent with past practiceTransferred Business; (fix) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affectedtaken, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected omitted to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectlytake, any action that if taken or omitted to be taken on or after the date of its capital stock this Agreement would violate Sections 5.1(b) (1), (2), (7), (8), (10), (12), (13) or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan14); or (tx) entered into any agreement (written or oral) committed to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as and to the extent set forth in Schedule 5.12, from the date Section 3.9 of the GRS Balance Sheet Company Disclosure Schedule, since December 31, 1997, (a) each Company and Company Subsidiary has conducted its businesses and Lend Lease, LLPMA and their respective Affiliates have conducted the Australian Business only in the ordinary and usual course of business consistent with past practice and (b) neither any Company or any Company Subsidiary nor Lend Lease or LLPMA nor any of their respective Affiliates, with respect to the date of this AgreementAustralian Business, GRS has nothas: (ai) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its business, customers or customer relations, employees or employee relations, operations, properties, prospects, working capital, condition (financial or otherwise), operations, assets, liabilitiesLiabilities or reserves which, business in any case or prospectsin the aggregate, could have a Material Adverse Effect; (bii) contracted for paid, discharged or satisfied any Liabilities other than the purchase payment, discharge or satisfaction in the ordinary and usual course of business and consistent with past practice of Liabilities reflected or reserved against in the Financial Statements or current Liabilities incurred since December 31, 1997 in the ordinary and usual course of business consistent with past practice; (iii) permitted or allowed any capital of its properties or assets having a cost in excess of $25,000 (real, personal or paid mixed, tangible or intangible) to be subjected to any capital expenditures in excess of $25,000Liens, except for Permitted Liens; (iv) cancelled any debts or waived any claims or rights of substantial value other than in the ordinary course of business consistent with past practice; (cv) incurred sold, transferred, or otherwise disposed of any indebtedness for borrowed money of its properties or issued assets (real, personal or sold any debt securitiesmixed, tangible or intangible), except in the ordinary and usual course of business, consistent with past practice, except pursuant to the Australian Transfer Agreement; (vi) made any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practice and prudent business practices prevailing in the industry; (vii) settled or agreed to settle any litigation, action or proceeding before any Authority other than in the ordinary and usual course of business, consistent with past practice, but in no event resulting in out-of-pocket Liabilities to any Company or Company Subsidiary or Lend Lease, LLPMA or any of their respective Affiliates with respect to the Australian Business, in excess of US$10,000, individually, or US$50,000 in the aggregate, or (B) any form of non-monetary recovery, including, without limitation, consents, restraining orders or injunctions; (viii) except as reflected in the Company 1997 Unaudited Balance Sheet, made any single capital expenditure or commitment in excess of US$20,000 for additions to property, plant, equipment or intangible capital assets or made aggregate capital expenditures and commitments in excess of US$100,000 for additions to property, plant, equipment or intangible capital assets; (ix) except as required by Section 2.3 hereof, declared, paid or set aside for payment any dividend or other distribution in respect of its capital stock or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of any Company or Company Subsidiary; (x) made any change in any method of financial or tax accounting or financial or tax accounting practice; (xi) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any Contract or other arrangement with, any of its officers or directors or shareholders, or any Affiliate or Associate of any of its officers or directors or shareholders, except pursuant to the Australian Transfer Agreement; (xii) agreed to act as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise, in respect of the obligation of any Person, or granted or extended any power of attorney other than in the ordinary course of business, consistent with past practice; (dxiii) incurred prepaid any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Planincurred; or (txiv) entered into agreed, whether in writing or otherwise, to take any agreement (written or oral) to do any of the foregoing, except action described in the ordinary course of business consistent with past practicethis Section 3.9.

Absence of Certain Changes. Except as set forth disclosed in Schedule 5.12, from the date of the GRS Balance Sheet 5.6 to the date of this AgreementMicron Disclosure Schedule, GRS since January 31, 1999, the Acquired Business has notbeen conducted in the ordinary course consistent with past practices by Micron and there has not been: (aA) suffered any acquisition by Micron relating to assets or business material adverse changeto the Acquired Business, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except other than in the ordinary course of business consistent with past practicepractices and as contemplated by this Agreement; (cB) incurred any indebtedness for borrowed money sale, lease or issued disposition by Micron relating to assets or sold any debt securitiesbusiness material to the Acquired Business, except other than in the ordinary course of business consistent with past practicepractices and as contemplated by this Agreement; (dC) incurred any (i) employment, deferred compensation, severance, retirement or discharged other similar agreement (or any liabilities amendment to any such existing agreement) entered into with any director, officer or obligations except employee of Micron engaged primarily in the operations of the Acquired Business, (ii) grant of any severance or termination pay to any director, officer or employee of Micron engaged primarily in the operations of the Acquired Business or (iii) change in compensation or other benefits payable to any director, officer or employee of Micron engaged primarily in the operations of the Acquired Business pursuant to any severance or retirement plans or policies thereof, in each case other than in the ordinary course of business consistent with past practice;practices. (eD) paid any amount on any indebtedness prior transaction by Micron relating solely to material assets or business of the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, Acquired Business except in the ordinary course of business as conducted as of January 31, 1999 and consistent with past practicepractices; (fE) mortgagedany destruction of, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets material to Micron relating to the Acquired Business taken as a whole (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business); (hF) acquired or disposed any material revaluation by Micron of any material assets of its the Acquired Business; (G) any amendment or termination of any material contract, agreement or license relating solely to material assets or business of the Acquired Business to which Micron is a party or by which it is bound except for amendments in the ordinary course of business consistent with past practicethat are not reasonably likely to have a Material Adverse Effect or scheduled expiration pursuant to the terms of the contract, agreement or license and not as a result of any breach; (iH) written up any loan by Micron relating to material assets or written down business of the carrying value Acquired Business to any person or entity, or incurring by Micron of any indebtedness (except for indebtedness incurred in the ordinary course under existing credit lines or arrangements set forth in Micron Disclosure Schedule) relating solely to material assets or business of its assetsthe Acquired Business; (I) any waiver or release of any material right or claim of Micron relating solely to material assets or business of the Acquired Business, except including any write-off or other compromise of any account receivable of Micron relating solely to material assets or business of the Acquired Business, other than in the ordinary course of business and consistent with past practicepractices; (jJ) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) by Micron to do any of the foregoing, except things described in the ordinary course of business consistent with past practicepreceding clauses (a) through (i) (other than this Agreement).

Absence of Certain Changes. Except as set forth in Schedule 5.12Since March 31, from 2000, the date business of the GRS Balance Sheet to Acquiror and its Subsidiaries has been conducted in the date of this Agreementordinary and usual course, GRS consistent with past practice, and there has notnot been: (a1) suffered any material adverse changeevent, whether occurrence, development or not caused by any deliberate act state of circumstances or omission of GRS facts which has had or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsis reasonably likely to have a Material Adverse Effect on the Acquiror; (b2) contracted for the purchase any amendment of any capital assets having a cost term of any outstanding security of the Acquiror or any of its Subsidiaries or to the Acquiror or any of its Subsidiaries' articles of incorporation or bylaws (or similar governing documents); (3) any (A) incurrence, assumption or guarantee by the Acquiror or any of its Subsidiaries of any indebtedness for borrowed money, or (B) assumption, guarantee, endorsement or otherwise by the Acquiror of any obligations of any other person, in each case, other than in the ordinary and usual course of business, consistent with past practice, and in amounts and on terms consistent with past practices; (4) any creation or assumption by the Acquiror or any of its Subsidiaries of any Lien on any material asset other than in the ordinary and usual course of business consistent with past practices; (5) prior to or on the date hereof, any making of any loan in excess of $25,000 100,000, or paid any capital expenditures aggregate loans in excess of $25,000250,000, except advance or capital contributions to or investment in any person, in each case, other than in the ordinary and usual course of business consistent with past practice; (c6) incurred any indebtedness for borrowed money change in any accounting policies or issued practices by the Acquiror or sold any debt securitiesof its Subsidiaries; or (7) any (A) employment, except deferred compensation, severance, retirement or other similar agreement entered into with any director, officer, consultant, partner or employee of the Acquiror or any of its Subsidiaries (or any amendment to any such existing agreement), (B) grant of any severance or termination pay to any director, officer, consultant, partner or employee of the Acquiror or any of its Subsidiaries, or (C) change in compensation or other benefits payable to any director, officer, consultant, partner or employee of the Acquiror or any of its Subsidiaries, except, in each case, in the ordinary course of business consistent or as required by Contract or applicable law with past practice; (d) incurred respect to employees of the Acquiror or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practiceSubsidiaries.

Absence of Certain Changes. Except as set forth in Schedule 5.12SCHEDULE 2.17 attached hereto, from and except for the date of the GRS Balance Sheet to the date of transactions specifically contemplated under this Agreement, GRS since December 31, 1999 or other date as specified, the Surviving Corporation has notconducted its business in the ordinary course consistent with past practice, and there has not been: (a) suffered Any declaration, setting aside or payment of any material adverse changedividend or other distribution or payment (whether in cash, whether stock or not caused by property) with respect to the capital stock of the Surviving Corporation, or any deliberate act redemption, purchase or omission other acquisition of GRS any of the securities of the Surviving Corporation, or any other payment to any stockholder of GRS, the Surviving Corporation in its condition (financial or otherwise), operations, assets, liabilities, business or prospects;capacity as a stockholder, (b) contracted Any transaction involving the Surviving Corporation not in the ordinary course of business, including any sale of material properties or assets (other than inventory in the ordinary course); (c) Any material adverse change in the prospects, results of the operations, liabilities, financial condition or business of the Surviving Corporation; (d) Any loan or advance by the Surviving Corporation to any person, except normal travel advances or other reasonable expense advances to officers or employees of the Surviving Corporation and normal trade terms extended to customers; (e) Any indebtedness for borrowed money incurred by the purchase of Surviving Corporation or any commitment to incur indebtedness for borrowed money entered into by the Surviving Corporation, or any loans made or agreed to be made by the Surviving Corporation; (f) Any capital assets having a cost in excess of $25,000 expenditures or paid any commitments to make capital expenditures in excess of the amount budgeted for fiscal year ending December 31, 2000, and a copy of such budget has been made available to the Company; (g) Any material change in the Surviving Corporation's lines of business or management practices and procedures; (h) Any damage, destruction or loss, whether or not covered by insurance, which has had or may have an adverse effect on the Surviving Corporation; (i) Except in the ordinary course of business of the Surviving Corporation and consistent with past practices, any payment, satisfaction, discharge or cancellation of any debts or claims of the Surviving Corporation; (j) Any mortgage, pledge or subjection to lien, charge or encumbrance of any kind on any of the Surviving Corporation's properties or assets, or any assumption of, or taking any properties or assets subject to, any liability; (k) Any cancellation of any indebtedness owed to the Surviving Corporation in an aggregate amount greater than $25,0002,500 or waiver of any rights of similar value to the Surviving Corporation relating to any of its business activities or properties, other than in the ordinary course of business; (l) Any failure to repay any obligation of the Surviving Corporation; (m) Any amendment, modification or termination of any material contract or agreement to which the Surviving Corporation is a party or pursuant to which its properties or assets may be bound; (n) Any sale or granting to any party or parties of any license, franchise, option or other right of any nature whatsoever with respect to the Surviving Corporation's business or termination of any such rights; (o) Except as set forth on SCHEDULE 2.17, since December 31, 1999, any increase in, or commitment to increase, the direct or indirect compensation payable or to become payable to any officer or director of the Surviving Corporation, its employees, or to any of its Affiliates (as that term is defined in SECTION 2.29), or any commitment to make severance, bonus or special payments to any of such parties, upon a change in ownership or management of the Surviving Corporation or upon termination of such parties; (p) Since December 31 1997, any issuance by the Surviving Corporation of, or commitment by it to issue, any capital stock or other equity securities or obligations or any securities convertible into or exchangeable or exercisable for capital stock or other equity interests; (q) Any adoption by the Surviving Corporation of any new Benefit Plan (as that term is defined in SECTION 2.25), or amendment to any Benefit Plan to provide any new or additional plans, programs, contracts, benefits or arrangements involving direct or indirect compensation to any officer, director, employee, former employee, or their dependents or beneficiaries, of the Surviving Corporation; (r) Any settlement of any material litigation or entry of any judgment against the Surviving Corporation with a value of $50,000 or more (which judgment has not been stayed or satisfied); (s) Any alteration in the manner of keeping the books, accounts or records of the Surviving Corporation or in the manner of preparing the Financial Statements, or in the accounting practices of the Surviving Corporation, except as may be required by any modification or change in GAAP; (t) Any revaluation by the Surviving Corporation of any of its assets, including without limitation, any write-offs or increases in any reserves except in the ordinary course of business consistent with past practicepractice or any write-up or write-down of the value of inventory, property, plant, equipment or any other asset; (cu) incurred The occurrence of any indebtedness for borrowed money other event or issued the development of any other condition which has had or sold any debt securities, except in is reasonably likely to have an adverse effect on the ordinary course of business consistent with past practiceSurviving Corporation; (dv) incurred or discharged any liabilities or obligations except Any agreement by the Surviving Corporation to engage in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth disclosed in Schedule 5.12, from the date of the GRS Balance Sheet SCHEDULE 3.6 or to the date of this Agreement3Com Disclosure Schedule, GRS to 3Com's Knowledge, since February 29, 2000, the Acquired Business has notbeen conducted in the ordinary course consistent with past practices by 3Com and there has not been: (a) suffered any material adverse changedamage, destruction or loss, whether or not caused covered by any deliberate act insurance, with respect to the Contributed Assets or omission the property that is the subject of GRS or any stockholder of GRSconnected or related to the Real Property Rights, except for such occurrences that have not resulted, and are not expected to result, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsa Material Adverse Effect; (b) contracted any acquisition by 3Com relating to assets or business that is material to the Acquired Business, other than in the ordinary course of business, consistent with past practices or as contemplated by this Agreement; (c) any sale, lease or disposition or commitment to sell, lease or dispose by 3Com relating to assets or business material to the Acquired Business, other than in the ordinary course of business, consistent with past practices or as contemplated by this Agreement; (d) any (i) employment, deferred compensation, severance, retirement or other similar agreement (or any amendment to any such existing agreement) entered into with any employee of the Business relating solely to the Acquired Business, or (ii) grant of any severance or termination pay to any Employee of 3Com relating solely to the Acquired Business in each case other than in the ordinary course of business, consistent with past practices or as contemplated by this Agreement; (e) any notice received of termination of any contract, lease or other agreement relating to the Acquired Business, termination of which could reasonably be expected to have a Material Adverse Effect; (f) any incurrence of obligation or liability related solely to the Acquired Business, absolute, accrued, contingent or otherwise, whether due or becoming due, except current liabilities for trade or business obligations incurred in connection with the purchase of any capital assets having a cost in excess of $25,000 goods or paid any capital expenditures in excess of $25,000, except services in the ordinary course of business consistent with past prior practice; (c) incurred any indebtedness for borrowed money , none of which liabilities, individually or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior aggregate, could reasonably be expected to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practicehave a Material Adverse Effect; (g) suffered any damage assignment, mortgage, pledge or destruction Lien relating to or loss of any of its assets (whether the Contributed Assets or not covered by insurance) any property that has materially adversely affected, is the subject of or could materially adversely affect, its businessconnected or related to the Real Property Rights; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights amendment or forgiven termination of or waiver or forfeiture of a material right relating to any material claims; (l) lostcontract, terminated agreement or experienced any change in license that is part of the relationship with any employeeContributed Assets or the Real Property Rights, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except other than in the ordinary course of business, consistent with past practices; (pi) formed any material change in accounting methods or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution practices with respect to the holders of GRS' capital stock; (r) entered into any material agreement with any person condition, operations, business, properties, assets or group, liabilities or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit PlanAcquired Business; or (tj) entered into any agreement (written or oral) other event that could reasonably be expected to do any of the foregoing, except result in the ordinary course of business consistent with past practicea Material Adverse Effect.

Absence of Certain Changes. (i) Since the Latest Year-End Balance Sheet Date, except as described on Schedule 2.1(r) or contemplated under Article III, there has not been (A) to the Shareholders' knowl- edge, any material adverse change in the assets, liabilities, results of operations, financial condition, business or pro- spects of the Company, (B) any damage, destruction, loss or casualty to property or assets of the Company, whether or not covered by insurance, which property or assets are material to the operations or business of the Company, (C) except as con- templated under Article III, any declaration, setting aside or payment of any dividend or distribution (whether in cash, stock or property) in respect of the capital stock of the Company or any redemption or other acquisition by the Company of any of the capital stock of the Company or any split, combination or reclassification of shares of capital stock declared or made by the Company, or (D) to the Shareholders' knowledge, any agreement to do any of the foregoing. (ii) Except as set forth in on Schedule 5.122.1(r), from since the date of the GRS Latest Year-End Balance Sheet Date, there have not been, with respect to the date of this Agreement, GRS has not: Company (aA) suffered any material adverse changeassets mortgaged, whether pledged or not caused by made subject to any deliberate act lien, charge or omission of GRS other encum- brance, (B) any material liability or obligation (absolute, accrued or contingent) incurred or any stockholder of GRSmaterial bad debt, contingency or other reserve increase suffered, except, in its condition (financial or otherwise)each such case, operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business and consistent with past practice; , (cC) incurred any indebtedness for borrowed money material claims, liabilities or issued obligations (absolute, accrued or sold any debt securitiescontingent) paid, except discharged or satisfied, other than the payment, discharge or satisfac- tion, in the ordinary course of business and consistent with past practice; (d) , of claims, liabilities and obligations reflected or reserved against in the Financial Statements or incurred or discharged any liabilities or obligations except in the ordinary course of business and consistent with past practice; prac- tice since the date xx xhe Latest Year-End Balance Sheet Date, (eD) paid any amount on any indebtedness prior to the due datematerial guarantees, forgiven checks, notes or canceled any debts or claims or released or waived any rights or claimsaccounts receiv- able written off as uncollectible, except write-offs in the ordinary course of business and consistent with past practice; , (fE) mortgaged, pledged any material write down of the value of any asset or subjected to any security interest, lien, lease invest- ment on the Company's books or other charge or encumbrance any of its properties or assetsrecords, except for depreciation and amortization taken in the ordinary course of business and consistent with past practice; , (gF) suffered to the Shareholders' knowl- edge, any damage or destruction to or loss cancellation of any material debts or waiver of its any material claims or rights of substantial value, or sale, transfer or other disposition of any material properties or assets (whether real, personal or not covered by insurancemixed, tangible or intangible) that has materially adversely affectedof su1bstantial value, or could materially adversely affectexcept, its business; (h) acquired or disposed of any of its assets except in each such case, in transactions in the ordinary course of business and consistent with past practice; (i) written up or written down the carrying value of practice and which in any of its assets, except event do not exceed $50,000 in the ordinary course aggregate, (G) any single capital expenditure or commitment in excess of business consistent with past practice; (j) changed any accounting principles methods $5,000 for additions to property or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affectedequipment, or could reasonably be expected aggregate capital expenditures and commitments in excess of $50,000 (on a combined basis) for additions to materially and adversely affectproperty or equipment, its business or its assets; (mH) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except other material transactions entered into other than in the ordinary course of business; , (pI) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) agree- ments to do any of the foregoing, except in or (J) any other events, developments or conditions of any character that have had or are reasonably likely to have a material adverse effect on the ordinary course assets, liabilities, results of operations, financial condi- tion, business consistent with past practiceor prospects of the Company.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from Since the date of the GRS Balance Sheet most recent Audited Company Financial Statements and through the date hereof, each of the Company and its Subsidiaries has conducted its business in the ordinary course and in a manner consistent with past practice, and there has not been any event, change, occurrence or circumstance that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Without limiting the generality of the foregoing, since the date of this Agreementthe most recent Audited Company Financial Statements and through the date hereof, GRS has notneither the Company nor any of its Subsidiaries has: (a) suffered any material adverse changeacquired (including by merger, whether consolidation, acquisition of stock or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwiseequity), operationsor purchased substantially all of the assets of, assetsany Person, liabilities, or business or prospectsdivision thereof (other than inventory in the ordinary course of business consistent with past practice); (b) contracted for the purchase of incurred, assumed, guaranteed or discharged any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000Indebtedness, except in the ordinary course of business consistent with past practice; (c) incurred amended, modified or authorized the amendment of its certificate of incorporation, certificate of formation, limited liability company agreement, partnership agreement or bylaws or similar organizational or formation documents; (d) sold, leased, transferred, mortgaged, assigned or encumbered any indebtedness for borrowed money of the material assets, tangible or issued intangible, reflected on the Current Balance Sheet or sold any debt securitiesmaterial assets acquired after the Current Balance Sheet Date, except for (i) personal property sold or otherwise disposed of in the ordinary course of its business consistent with past practice and (ii) Permitted Liens; (e) except as set forth on Section 3.7(e) of the Company Disclosure Schedules, exclusively licensed, sold, transferred, abandoned or permitted to lapse any material Company Intellectual Property or material Exclusively Licensed IP; (f) waived or cancelled any material claim or rights, account receivable or trade account outside of the ordinary course of business or in excess of $100,000 in the aggregate; (g) suffered any material destruction, damage or loss of any asset (whether or not covered by insurance) exceeding $200,000; (h) entered into any commitment for capital expenditures under which there remains outstanding payments or expenditure obligations exceeding $200,000 in the aggregate; (i) made any change in accounting methods, principles or practices or changed any of the assumptions underlying, or methods of calculating, any bad debt, contingency or other reserve; (j) made any loan to any Person; (k) made any change in its trade payables and trade receivables and other credit, collection and payment policies, including without limitation (i) acceleration of collections or receivables (including through the use of discounts for early payment, requests for early payment or otherwise) and (ii) failure to pay payables when due or delay in payment of payables compared to past practices (including continuation of past practices with respect to early payment of payables to obtain the benefit of any payment discounts); (l) settled any legal, judicial, administrative or arbitral Proceedings, hearings, orders, investigations, audits, charges, complaints or claims that required payment in excess of $150,000 or imposed any material limitation on the conduct of the Company or any of its Subsidiaries; (m) increased the salary or hourly wage, bonus opportunity, incentive compensation, equity or equity-based compensation, severance entitlement or other compensation or benefits of any Relevant Service Provider whose annualized base compensation exceeds $100,000, other than as required under the terms of any Company Plan as in effect as of immediately prior to the date hereof and provided to Parent or as may be required by Law; (n) accelerated, terminated, made modifications to, or canceled any Company Material Contract or any Contract that, if in effect as of the date of this Agreement, would have been a Company Material Contract and, to the Knowledge of the Company, been informed that any other party thereto has done so; (o) issued, sold or otherwise permitted to become outstanding any Equity Securities, or split, combined, reclassified, repurchased or redeemed any of its Equity Securities; (p) encountered any labor union organizing activity or had any actual or overtly threatened employee strikes, work stoppages, slowdowns or lockouts; (q) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization; (r) declared, set aside or paid any dividends or distributions to its stockholders or otherwise in respect of any Equity Securities of the Company or purchase or redeem any of its capital stock; (s) established, adopted, amended, modified or terminated any Company Plan; (t) terminated the employment of or hired any Relevant Service Provider whose aggregate annualized compensation exceeds, or is expected to exceed, $100,000; (u) changed or made any material Tax election, filed or cause to be filed any material amended Tax Return, surrendered any right to claim a material Tax refund or credit, settled or compromised any material federal, state, local or non-U.S. Tax liability or agreed to extend the statute of limitations in respect of any material amount of Taxes; (v) increased the amount reserved for, or reserved any new amounts for, payment of any contingent Tax liability except in the ordinary course of business; (w) entered into any lease that would be categorized as a capital lease under GAAP, other than in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (tx) entered into any agreement (written authorized, agreed, resolved or oral) committed to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. (a) Except as otherwise set forth in Schedule 5.12SCHEDULE 4.09 attached hereto, from since the date of the GRS Balance Sheet to the date of this AgreementDate, GRS there has notnot been: (ai) suffered any event, circumstance or change that had or might have a material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise)effect on the business, operations, assetsprospects, liabilitiesProperties, business financial condition or prospectsworking capital of LiquidGolf; (bii) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000damage, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affectedhad or might have a material adverse effect on the business, operations, prospects, Properties or could materially adversely affect, its business;financial condition of LiquidGolf; or (hiii) acquired any material adverse change in LiquidGolf's sales patterns, pricing policies, accounts receivable or disposed of accounts payable. (b) Except as otherwise set forth in SCHEDULE 4.09 attached hereto, since the Balance Sheet Date, LiquidGolf has not done any of its assets except in the ordinary course of business consistent with past practice;following: (i) written up merged into or written down with or consolidated with, any other corporation or acquired the carrying value business or assets of any of its assetsPerson; (ii) created, incurred, assumed, guaranteed or otherwise become liable or obligated with respect to any indebtedness, or made any loan or advance to, or any investment in, any Person, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except each case in the ordinary course of business; (piii) formed entered into, amended or acquired or disposed of terminated any interest in any corporation, partnership, joint venture or other entitymaterial agreement; (qiv) redeemed, purchased or otherwise acquired, or sold, granted transferred, leased, mortgaged, encumbered or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change sell, transfer, lease, mortgage, encumber or otherwise dispose of, any Properties except (i) in the terms and conditions ordinary course of business, or (ii) pursuant to any such rights paid any dividends or made any distribution to the holders of GRS' capital stockagreement specified in SCHEDULE 4.14; (rv) incurred or approved, or entered into any material agreement with or commitment to make, any person or group, or modified or amended expenditures in any material respect the terms excess of any material existing agreement except $50,000 (other than those arising in the ordinary course of business consistent with past practiceor those required pursuant to any agreement specified in SCHEDULE 4.14); (svi) maintained its books of account other than in the usual, regular and ordinary manner in accordance with generally accepted accounting principles and on a basis consistent with prior periods or made any change in any of its accounting methods or practices that would be required to be disclosed under generally accepted accounting principles; (vii) made any payment to any Affiliate or forgiven any indebtedness due or owing from any Affiliate to LiquidGolf; (viii) (A) liquidated Inventory or accepted product returns other than in the ordinary course, (B) accelerated receivables, (C) delayed payables, or (D) changed in any material respect LiquidGolf's practices in connection with the payment of payables and/or the collection of receivables; (ix) engaged in any one or more activities or transactions with an Affiliate or outside the ordinary course of business; (x) issued any capital stock or other securities, or granted, or entered intointo any agreement to grant, adopted any options, convertible rights, other rights, warrants, calls or amended any Employee Benefit Planagreements relating to its capital stock; or (txi) entered into any agreement (written or oral) committed to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth specifically contemplated by the Transaction Documents and except as disclosed in Schedule 5.12, from the date Section 3.10 of the GRS Disclosure Schedule, since the Balance Sheet Date, each Group Company has operated its businesses and assets in the ordinary course consistent with past practice and in compliance with the requirements under the shareholders agreement and charter of the Company. Without limitation to the date generality of this Agreementthe foregoing, GRS has notnone of the Group Companies has, since the Balance Sheet Date: (a) suffered entered into any transaction that was not in the ordinary course of business consistent with past practice; or made any material adverse change, whether or not caused by changes in the customary methods of operations of any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsGroup Company; (b) contracted for the purchase acquired, sold, transferred, leased, subleased, licensed or otherwise disposed of any capital material properties or assets, other than the sale of inventories in the ordinary course of business consistent with past practice; or permitted or allowed any assets having a cost to be subject to any Liens (other than Liens for Taxes in excess the ordinary course of $25,000 or paid any capital expenditures in excess of $25,000business consistent with past practice that are not yet due and payable), or, except in the ordinary course of business consistent with past practice, discharged or otherwise obtained the release of Liens related to any Group Company or paid or otherwise discharged any Liability; (c) incurred written down or written up (or failed to write down or write up in accordance with the Applicable Accounting Standard consistent with past practice) the value of any indebtedness for borrowed money accounts receivable or issued or sold revalued any debt securitiesof the assets of the Group Companies, except other than in the ordinary course of business consistent with past practicepractice and in accordance with the Applicable Accounting Standard; (d) made any change in any method of accounting or accounting practice or policy used by any Group Company, other than such changes required by the Applicable Accounting Standard; (e) amended, terminated, cancelled or compromised any material claim of any Group Company or waived any other material right of value to any Group Company; (f) issued or sold any equity or debt securities, or any option, warrant or other right to acquire the same, of any Group Company (other than issuances of Company Share Awards that have been reflected in the Company Share Award Disclosure Schedule); or redeemed any equity interest in any Group Company or declared, made or paid any dividends or other distributions (whether in cash, securities or other property) to the holders of equity interests in any Group Company; (g) made any capital expenditure or commitment for any capital expenditure in excess of US$500,000 (or the equivalent thereof in another currency) individually or US$2,000,000 (or the equivalent thereof in another currency) in the aggregate; (h) made, revoked or changed any Tax election or method of Tax accounting or settled or compromised any Liability with respect to Taxes of any Group Company; (i) incurred any Indebtedness; failed to pay any creditor any amount owed to such creditor when due; or discharged incurred any liabilities or obligations Liability except Liabilities incurred in the ordinary course of business consistent with past practicepractice that do not exceed US$500,000 individually (or the equivalent thereof in another currency) or US$2,000,000 (or the equivalent thereof in another currency) in the aggregate; (ej) paid made any amount loan to, guaranteed any Indebtedness of or otherwise incurred any Indebtedness on behalf of any indebtedness prior Person, other than travel advances and other advances made to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except employees in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived made any material rights change in any compensation or forgiven benefit arrangement or agreement with any material claimsSenior Manager; or made any amendments or modifications to any Company Share Incentive Plan or issued any Company Share Award thereunder (other than issuances of Company Share Awards that have been reflected in the Company Share Award Disclosure Schedule); or amended, modified or supplemented award agreement relating to any Company Share Award; or accelerated the vesting of any Company Share Award; (l) lost, terminated or experienced entered into any change in the relationship transaction with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assetsRelated Party; (m) increased terminated the compensation employment of, or received any resignation from, any Senior Manager of any director or officerGroup Company; (n) increased the compensation suffered any labor dispute involving any Group Company or any of any employee except in the ordinary course of business consistent with past practiceits respective employees; (o) made amended, modified or consented to the termination of any payments to Material Contract or loaned the Group Companies’ rights thereunder, or entered into any money to any person or entity except in the ordinary course of businessMaterial Contract; (p) formed amended or acquired restated the memorandum and articles of association (or disposed equivalent organizational documents) of any interest in any corporation, partnership, joint venture or other entityGroup Company; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, suffered any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock;Material Adverse Effect; or (r) entered into any material agreement with any person agreed, whether in writing or groupotherwise, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do take any of the foregoingactions specified in this Section 3.10 or granted any options to purchase, rights of first refusal, rights of first offer or any other similar rights or commitments with respect to any of the actions specified in this Section 3.10, except in as expressly contemplated by this Agreement and the ordinary course of business consistent with past practiceother Transaction Documents.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from the date Section 4.12 of the GRS Company Disclosure Schedule, since the Balance Sheet to Date neither the date of this Agreement, GRS has notCompany nor any Company Subsidiary has: (a) suffered any material adverse change, whether Company Material Adverse Effect or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in conducted its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary and usual course of business consistent with past practice; (cb) incurred any indebtedness for borrowed money or issued or sold any debt securities, Liabilities except non-material items incurred in the ordinary course of the business of the Company or the Company Subsidiary and consistent with past practice, none of which exceeds one hundred thousand dollars ($100,000) (counting Liabilities arising from one transaction or a series of similar transactions, and all periodic installments or payments under any lease or other agreement providing for periodic installments or payments, as a single Liability), or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves or allowances; (c) paid, discharged or satisfied any Liability other than the payment, discharge or satisfaction in the ordinary course of the business of the Company or the Company Subsidiary and consistent with past practice of Liabilities reflected or reserved against in the Balance Sheet or incurred in the ordinary course of the business of the Company or the Company Subsidiary and consistent with past practice since the Balance Sheet Date; (d) incurred permitted or discharged allowed any liabilities of its properties or obligations assets (real, personal or mixed, tangible or intangible) to be subjected to any Lien, except for Liens for current Taxes not yet due; (e) written down the value of any inventory (including write-downs by reason of shrinkage or xxxx-down) or written off as uncollectible any notes or accounts receivable, except for immaterial write-downs and write-offs in the ordinary course of the business consistent with past practice; (e) paid any amount on any indebtedness prior to of the due date, forgiven Company or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business Company Subsidiary and consistent with past practice; (f) mortgagedcancelled any debt or waived any claim or right of substantial value; (g) sold, pledged transferred, or subjected to any security interest, lien, lease or other charge or encumbrance otherwise disposed of any of its properties or assetsassets (real, personal or mixed, tangible or intangible), except in the ordinary course of the business of the Company or the Company Subsidiary and consistent with past practice; (gh) suffered disposed of or permitted to lapse any damage or destruction right to or loss the use of any of its assets (whether or not covered by insurance) that has materially adversely affectedIntellectual Property, or could materially adversely affect, its business; (h) acquired or disposed of or disclosed to any Person, other than representatives of its assets except in the ordinary course Parent, any trade secret, formula, process, know-how or other Intellectual Property not yet a matter of business consistent with past practicepublic knowledge; (i) written up or written down the carrying value of granted any of its assets, except general increase in the ordinary course compensation of business consistent with past practiceofficers or employees (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee, and no such increase is customary on a periodic basis or required by agreement or understanding; (j) changed made any accounting principles methods single capital expenditure or practices followed commitment in excess of one hundred thousand dollars ($100,000) for additions to property, plant, equipment or changed the costing system intangible capital assets or depreciation methods made aggregate capital expenditures and commitments in excess of accounting two hundred thousand dollars ($200,000) (on a consolidated basis) for its additions to property, plant, equipment or intangible capital assets; (k) waived declared, paid or set aside for payment any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture dividend or other entity; (q) distribution in respect of its capital stock or redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any shares of its capital stock or other securities of the Company or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stockCompany Subsidiary; (rl) entered into made any material agreement with any person or group, or modified or amended change in any material respect the terms method of any material existing agreement except in the ordinary course of business consistent with past Tax or GAAP accounting or accounting practice; (sm) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered intointo any agreement or arrangement with, any of its officers or directors or any Affiliate or Associate of any, of its officers or directors, except for directors' fees, and compensation to officers at rates not exceeding the rates of compensation paid during the fiscal year ended September 30, 2000; (n) accelerated, terminated, made material modifications to, or cancelled, and no other party has accelerated, terminated, made material modifications to, or cancelled, any Company Agreement to which the Company is a party or by which it is bound except where such acceleration, termination, material modification or cancellation would not have had a Company Material Adverse Effect; (o) adopted or amended any Employee Benefit Plan, entered into or terminated any employment or consulting Company Agreement, paid any special bonus or incentive remuneration to any individual in the Company's employ or service, entered into or implemented any severance or change in control benefit agreement or program with any such individual, or made any loans or extensions of credit to any such individual; or (tp) entered into agreed, whether in writing or otherwise, to take any agreement (written or oral) to do any of the foregoing, except action described in the ordinary course of business consistent with past practicethis Section 4.12.

Absence of Certain Changes. Since the Balance Sheet Date, there has not occurred any Material Adverse Effect. Except as set forth in Schedule 5.12, from the date on Part 3.1(j) of the GRS Disclosure Schedule, since the Balance Sheet to Date, each Merged Company has conducted its business in the date of this Agreementordinary course, GRS has notconsistent with past practice, in all material respects, and no Merged Company has: (ai) suffered made any material adverse changedividend or distribution in respect of, whether or not caused by redemption of, any deliberate act or omission of GRS Company Units or any stockholder equity ownership interests of GRSthe Subsidiaries, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsas applicable; (bii) contracted for the purchase allowed any Encumbrance to be placed upon any of such Merged Company’s assets, other than Permitted Encumbrances; (iii) cancelled or waived any capital assets having claims with a cost potential value in excess of $25,000 50,000, other than in the ordinary course of business; (iv) terminated or paid canceled or waived any capital expenditures in excess of $25,000material right under any Company Contract, except other than in the ordinary course of business consistent with past practice; (cv) incurred acquired (by merger, consolidation or acquisition of stock or assets) any indebtedness for borrowed money corporation, partnership or issued other business organization or sold any debt securitiesdivision thereof or collection of assets constituting all or substantially all of a business or business unit; (vi) sold, except transferred or otherwise disposed of a material amount of its properties or assets, other than in the ordinary course of business consistent with past practice; (dvii) incurred changed its accounting methods or discharged principles theretofore adopted, except as required by GAAP and reflected in the Financial Statements; (viii) experienced any liabilities damage, destruction or obligations except casualty loss (other than those covered by insurance) with respect to any of the assets or properties of such Merged Company that, individually or in the aggregate with respect to all Merged Companies, exceeds $50,000; (ix) made any change in compensation paid or payable to any officer or senior management employee, other than any change in the ordinary course of business consistent with past practice; (ex) paid made any amount on material change to its Benefit Plans or the benefits payable thereunder; (xi) experienced any indebtedness prior to work interruptions, labor grievances or similar claims filed, or any similar event or condition of any character; (xii) incurred any Indebtedness (other than (1) borrowings under the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except Company’s revolving line of credit in the ordinary course of business consistent with past practice, or (2) other ordinary course borrowings in an aggregate amount of no more than $100,000), guaranteed another Person’s Indebtedness, or prepaid any Indebtedness; (fxiii) mortgaged, pledged or subjected to made any security interest, lien, lease or equity investments in any other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practicePerson; (gxiv) suffered made any damage or destruction to or loss capital expenditures in excess of any of its assets (whether or not covered by insurance) that has materially adversely affected$25,000, or could materially adversely affect, its businessin the aggregate; (hxv) acquired or disposed of made any of its assets except material change in the ordinary course terms of business consistent with past practicepayment by its patients/payors for any services it performs or products it sells the effect of which is to enable it to receive payment or recognize revenues in its statement of operations for any period ending on or before the Closing Date which, but for that change, it would not so receive or recognize before a period beginning after the Closing Date; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (oxvi) made any payments material change in its practices with respect to timely payment of accounts payable or loaned any money other obligations payable to any person vendors, suppliers or entity except in the ordinary course of business;other third parties; or (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (rxvii) entered into any material agreement with Contract or made any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) binding commitment to do take any of the foregoing, except actions specified in the ordinary course of business consistent with past practicethis Section 3.1(j).

Absence of Certain Changes. Except as set forth in on Schedule 5.124.7, from the date of the GRS Balance Sheet since December 31, 1997, with respect to the date of this AgreementCenter, GRS Seller has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its condition (working capital, financial or otherwise), operationscondition, assets, liabilities, business or prospects, or suffered any material casualty loss (whether or not insured); (b) contracted for made any change in its business or operations or in the purchase manner of conducting its business, other than changes in the ordinary course of business; (c) incurred any capital assets having a cost in excess of $25,000 obligations or paid any capital expenditures in excess of $25,000liabilities (whether absolute, accrued, contingent or otherwise and whether due or to become due), except items incurred in the ordinary course of business and consistent with past practice, or experienced any change in any assumptions or methods of calculating any bad debt, contingency or other reserve; (d) paid, discharged or satisfied any claim, lien, encumbrance or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), other than claims, liens, encumbrances, or liabilities: (i) which are reflected in the Financial Information and which were paid, discharged or satisfied since the date thereof in the ordinary course of business consistent with past practice;, or (cii) which were incurred any indebtedness for borrowed money and paid, discharged or issued or sold any debt securitiessatisfied since December 31, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except 1997 in the ordinary course of business consistent with past practice; (e) paid written off as uncollectible any amount on notes or accounts receivable or any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claimsportion thereof, except for immaterial write-offs made in the ordinary course of business consistent with past practice; (f) mortgagedcanceled any other debts or claims, pledged or subjected to waived any security interestrights, lienof substantial value; (g) sold, lease transferred or other charge or encumbrance conveyed any of its properties or assets, except in the ordinary course of business consistent with past practice; (gh) suffered made any damage capital expenditures or destruction commitments in excess of $10,000 in the aggregate for replacements or additions to property, plant, equipment or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its businessintangible capital assets; (hi) acquired declared, paid or disposed of made or set aside for payment of, any distribution in respect of its assets except outstanding membership interests other than distributions made in the ordinary course of business consistent with past practice, or directly or indirectly redeemed, purchased or otherwise acquired any of its membership interests; (ij) written up made any change in any method of accounting or written down accounting practice; (k) granted any increase in the carrying value compensation of any officer, employee or agent of its assetsSeller who performs services for or on behalf of the Center, except (including without limitation any increase pursuant to any bonus, pension, profit sharing or other plan or commitment), other than increases in the ordinary course of business consistent with past practice; (j) changed , or adopted any accounting principles methods such plan or practices followed other arrangement; and no such increase or changed the costing system adoption of any such plan or depreciation methods of accounting for its assets; (k) waived any material rights arrangement, is planned or forgiven any material claims;required; and (l) lostagreed, terminated whether in writing or experienced otherwise, to take any change action described in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicethis Section 4.7.

Absence of Certain Changes. Except as set forth in Schedule 5.122.1.14, from since September 30, 1995, the date of the GRS Balance Sheet to the date of this Agreement, GRS Company has not: (a) suffered issued, sold or delivered or agreed to issue, sell or deliver any material adverse change, whether or not caused by any deliberate act or omission additional shares of GRS its capital stock or any stockholder of GRSoptions, in its condition (financial warrants or otherwise)rights to acquire any such capital stock, operations, assets, liabilities, business or prospectssecurities convertible into or exchangeable for such capital stock; (b) contracted for the purchase mortgaged, pledged or subjected to any lien, lease, security interest or other charge or encumbrance any of any capital assets having a cost in excess of $25,000 its assets, tangible or paid any capital expenditures in excess of $25,000intangible, except in the ordinary course of business consistent with past practicebusiness; (c) incurred acquired or disposed of any indebtedness material assets or properties, or entered into any agreement or other arrangements for borrowed money any such acquisition or issued disposition, or sold entered into or amended or terminated any debt securitiesMaterial Agreement, except inventory in the ordinary course of business consistent with past practice; (d) incurred declared, made, paid or discharged set apart any liabilities sum for any dividend or obligations except in the ordinary course other distribution to its shareholders or purchased or redeemed any shares of business consistent with past practiceits capital stock or any option, warrant or right to purchase any of its capital stock, or reclassified its capital stock; (e) paid increased the wages, salaries, compensation, pension or other benefits payable to any amount on any indebtedness prior to employee other than in accordance with the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in normal compensation and benefits policies of the ordinary course of business Company consistent with past practice, or granted any severance or termination pay, or entered into any employment, severance or consulting agreement or arrangement with any officer or salaried employee that is not terminable by the employer without cause and without penalty or changed any benefit plan or labor agreement except to comply with applicable law; (f) mortgagedforgiven or cancelled any material debts or claims or waived any material rights of value other than intercompany debts, pledged claims or subjected to any security interest, lien, lease or rights and other charge or encumbrance any of its properties or assets, except than in the ordinary course of business consistent with past practice; (g) suffered any damage or damage, destruction to or loss of any of its assets (whether or not covered by insurance) affecting its properties or assets that has materially adversely affected, or could materially adversely affect, its businessreasonably be expected to have a Material Adverse Effect on the Company; (h) acquired suffered any strike or disposed other labor trouble materially affecting its business or operations; (i) suffered or experienced any change in relations with or loss of any of its assets except employees or customers that could reasonably be expected to have a Material Adverse Effect on the Company; (j) incurred any indebtedness for borrowed money other than trade indebtedness incurred in the ordinary course of business consistent with past practice; (ik) written up changed any pricing practices (other than in the ordinary course consistent with past practices) or written down any method of accounting or accounting practice or policy of the carrying value of any of Company; (l) conducted its assetsbusiness other than in the ordinary course consistent with past practice, except in as required by this Agreement; (m) settled or compromised any claim, suit or cause of action involving more than $37,500; (n) materially altered its collection practices with respect to accounts receivable; (o) materially altered its payment practices with respect to accounts payable; (p) made any capital expenditures or commitments therefor outside the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods in excess of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity;$37,500 or (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except Since the Interim Financial Statements Date, and except as set forth noted in Schedule 5.12, from the date Section 3.6 of the GRS Balance Sheet Disclosure Schedule, the Target has conducted the Business only in the ordinary course consistent with past practice, and with respect to the date of this Agreement, GRS has not: Business: (a) suffered the Target has not acquired, sold, leased or in any way transferred or otherwise disposed of any of the assets of the Business, or made or entered into any contract or letter of intent with respect to any acquisition, sale, lease or transfer of any asset of the Business (other than the sale or disposition of Business Products or other Tangible Personal Property to Business customers in the ordinary course of its business consistent with its past practice), (b) no Assigned Agreement has been amended or terminated and there has not occurred any material adverse changedefault by the Target or, to the Knowledge of the Target or either of the Members, a third party under any Assigned Agreement, (c) the Target has not made any deferral of the payment of any accounts payable other than in the ordinary course of business, consistent with past practice, or given any discount, accommodation or other concession other than in the ordinary course of business, consistent with past practice, in order to accelerate or induce the collection of any receivable, (d) the Target has not made any material change in the manner in which it extends discounts, credits or warranties to customers or otherwise deals with its customers, (e) there has been no material casualty, damage, destruction or loss affecting, or any material interruption in the use of, whether or not caused covered by insurance, the Assets or the Business, (f) the Target has not sold, disposed of, transferred or licensed to any deliberate act or omission of GRS or person any stockholder of GRSrights to any Business Intellectual Property, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except other than in the ordinary course of business consistent with past practice; , nor has the Target acquired or licensed from any person any Intellectual Property, or disposed of, transferred or provided a copy of any source code relating to the Business Intellectual Property to any person or entity, (cg) the Target has not made or suffered any material change in the conduct or nature of any aspect of the Business, (h) the Target has neither waived any right or benefit under the Assigned Agreements nor canceled or compromised any debt or claim, other than in the ordinary course of business, (i) the Target has not made (or committed to make) capital expenditures in an amount which exceeds $25,000 in the aggregate, (j) the Target has used the same degree of persistence in the collection of any accounts or other receivables as it used to collect any such accounts or accounts receivable prior to the Interim Financial Statement Date or the payment of any accounts or other payables, except for any restatement of any customer payment schedule in connection with the renewal or restatement of any Assignment Agreement, (k) the Target has not experienced a material increase in the length of time required for the Target to implement its customers, (l) except as set forth on Section 3.6 of the Disclosure Schedule, the Target has not had a backlog (which means for purposes hereof, a customer order that is still unfilled or unimplemented after the date promised or requested or the normal completion dated thereof) of greater than thirty (30) days for any customer implementation, (m) the Target has not incurred any indebtedness for borrowed money or issued or sold any debt securitiesLiabilities, except Liabilities incurred in the ordinary course of business consistent and Liabilities incurred in connection with past practice; or as a result of this Agreement and the transactions contemplated hereby, (dn) incurred the Target has not canceled, compromised, waived or discharged released any liabilities material right or obligations except claim (or series of related rights and claims); (o) there has been no change made or authorized in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease operating agreement or other charge governing document of the Target; (p) the Target has not made any loan to, or encumbrance entered into any other transaction with either of the Members or any of its properties officers or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in employees outside the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; ; (q) redeemed, purchased the Target has not granted any increase in the base compensation of either of the Members or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock officers or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; employees; (r) entered into any material agreement with any person except as contemplated by Section 5.12 or groupas otherwise contemplated by this Agreement, or the Target has not adopted, amended, modified or amended in terminated any material respect bonus, profit sharing, incentive, severance or other plan, contract or commitment for the terms benefit of any material existing agreement except of either of the Members or any of its officers or employees; (s) the Target has not made any other changes in employment terms for either of the Members, officers or employees; (t) the Target has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business consistent with past practice; business; (su) entered intothe Target has not discharged a material liability or lien outside the ordinary course of business; (v) the Target has not made any loans or advances of money including, adopted without limitation, any such loans or amended advances between or among Target, the Members and any Employee Benefit Planaffiliate or employee of Target; or (tw) entered the Target has not disclosed any Confidential Information; (x) the Target has not changed any accounting method for tax purposes or made, changed or revoked any tax elections; (y) there has not occurred any announcement of, any negotiation by or any entry into any agreement (written or oral) contract by the Target to do any of the things described in the preceding clauses (other than negotiations and agreements with the Buyer and its representatives regarding the transactions contemplated by this Agreement), (z) without limitation by the enumeration of any of the foregoing, except for the execution of this Agreement, the Target has not entered into any transaction other than in the usual and ordinary course of business consistent with past practicebusiness.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from the date on Section 4.7 of the GRS Balance Sheet to the date of Disclosure Schedule, and except as contemplated by this Agreement, GRS since December 31, 2019, Westech has carried on its business only in the ordinary course, and Westech has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its condition working capital, financial condition, results of operation, assets, liabilities (financial absolute, accrued, contingent or otherwise), operationsreserves, assetsbusiness, liabilities, business operations or prospects; (b) contracted incurred any liability or obligation (absolute, accrued, contingent or otherwise) except for those incurred in the purchase ordinary course of business and consistent with past practice (counting obligations or liabilities arising from one transaction or a series of similar transactions, and all periodic installments or payments under any lease or other agreement providing for periodic installments or payments, as a single obligation or liability) or increased, or experienced any change in any assumptions underlying, or methods of calculating, any bad debt, contingency or other reserves; (c) paid, discharged or satisfied any claim, liability or obligation (whether absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations reflected or reserved against in the most recent balance sheet in the Unaudited Financial Statements or incurred in the ordinary course of business and consistent with past practice since the date of the most recent balance sheet in the Unaudited Financial Statements; (d) permitted or allowed any of its property or assets (personal, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any capital kind, except for liens for current taxes not yet due; (e) cancelled any debts or waived any claims or rights of substantial value; (f) sold, transferred, or otherwise disposed of any of its properties or assets having a cost in excess of $25,000 (real, personal or paid any capital expenditures in excess of $25,000mixed, tangible or intangible), except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business and consistent with past practice; (g) suffered disposed of or permitted to lapse any damage or destruction rights to or loss the use of any of its assets (whether or not covered by insurance) that has materially adversely affectedIntellectual Property, or could materially adversely affectdisposed of or disclosed to any Person (other than representatives of Gulf West) any trade secret, its businessformula, process, know-how or other Intellectual Property not theretofore a matter of public knowledge; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except other than in the ordinary course of business, lent or advanced any amount to, or sold, transferred or leased any properties or assets (personal, tangible or intangible). to, or entered into any agreement or arrangement with any Shareholder, officer and/or director; (pi) formed agreed, whether in writing or acquired or disposed of otherwise, to take any interest action described in any corporation, partnership, joint venture or other entity;this section; or (qj) redeemed, declared or set aside for payment any distribution in respect of its Shares or purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any shares of its capital stock or other securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practiceWestech.

Absence of Certain Changes. Except for the matters contemplated by this Agreement, the other Transaction Documents or as set forth in Schedule 5.12, from the date Section 3.8 of the GRS Company Disclosure Schedule, since the Balance Sheet to Date (a) the date of this AgreementCompany has conducted its business in the ordinary course consistent with past practice, GRS (b) there has not occurred material adverse change in the Company’s relationships with any supplier, or customer, (c) a Material Adverse Effect has not occurred, and (d) the Company has not: (ai) suffered engaged in any material adverse change, whether transaction or not caused by entered into any deliberate act or omission of GRS or material agreement (including with any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (bemployee) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in outside the ordinary course of business consistent with past practice; (cii) incurred suffered any material loss, damage, destruction or other casualty to any of its assets or properties (whether or not covered by insurance); (iii) authorized or effected any change in the Company Organizational Documents; (iv) acquired, redeemed, issued, sold, subjected to any Encumbrance or otherwise dispose of any of its capital stock or any options, warrants or other similar rights, agreements or commitments of any kind to purchase any securities convertible into or exchangeable for any shares of capital stock; (v) paid any dividend or other distribution payable in cash, stock, property or otherwise with respect to its equity or other securities; (vi) (A) issued any note, bond, or other debt security or created, incurred, assumed, pre-paid or guaranteed any indebtedness for borrowed money or issued capitalized lease obligation, in each case, outside the ordinary course, (B) failed to pay or sold discharge any debt securitiesmaterial Indebtedness when due in accordance with its terms or (C) changed the capital structure of the Company (other than as a result of the exercise of vested options or warrants outstanding as of the Balance Sheet Date); (vii) voluntarily incurred or assumed any material liability; (viii) sold, transferred, leased, licensed, pledged, disposed of or encumbered any material assets or properties of the Company, except as required pursuant to Contracts disclosed in the Company Disclosure Schedule; (ix) accelerated, beyond the normal collection cycle, the collection of accounts receivable; (x) made, accelerated or deferred any capital expenditures other than any such expenditures as are necessary to prevent the destruction, removal, wasting, deterioration or impairment of its assets; (xi) (A) concluded or agreed to any corrective action plans, consents, decrees, actions or orders, or (B) cancelled, compromised or settled any claim that is related to or affects the Company, or waive or release any rights of the Company; (xii) except in the ordinary course consistent with past practice, as required to maintain qualification pursuant to the Code or as required by Law or by the terms of any Employee Plan, (A) adopted, entered into, materially amended, or terminated any Employee Plan, trust, fund or other arrangement for the benefit or welfare of any director, officer or employee, or (B) made or forgiven any loan or advance to any director, manager, officer or employee (excluding advances of normal business expenses in the ordinary course of business consistent with past practice), except as may be required by Law; (dxiii) incurred granted or discharged agreed to grant any liabilities severance or obligations termination pay policies or any increase in the wages, salary, bonus or other compensation, remuneration or benefits of any employee, manager, director, officer or independent contractor of the Company, except as required under applicable Law, existing Employee Plans or in the ordinary course consistent with past practice; (A) made any payment to or for the benefit of any employee, officer, director, manager or the Seller or any entity in which any of such persons owns any beneficial interest (other than any publicly held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than 1% of the stock of which is beneficially owned by any of such persons), except for the payment of salary or other employment related compensation or payments to consultants and advisors retained prior to Balance Sheet Date, in each case in the ordinary course of business consistent with past practice, or (B) made or obligated itself to make any payment to or for the benefit of any Person in contemplation of the change in control of the Company; (exv) paid cancelled or terminated any amount on insurance policies or cause any indebtedness prior of the coverage thereby to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies providing, to the due dateextent reasonably available, forgiven coverage equal to or canceled any debts greater than the coverage under the canceled, terminated or claims or released or lapsed policies for substantially similar premiums are in full force and effect; (xvi) waived any rights of material value or claimstaken any actions with respect to collection practices that would result in any material losses or material adverse changes in collections, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (pxvii) formed made charitable contributions or pledges which in the aggregate exceed $5,000; (xviii) acquired (by merger, consolidation or disposed acquisition of any interest in stock or assets) any corporation, partnership, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit or entered into any joint venture or other entitypartnership; (qxix) redeemedmade or changed any material election in respect of Taxes, purchased amended, modified or otherwise acquiredchanged any filed income or other material Tax Return, adopted or sold, granted or otherwise disposed of, directly or indirectly, requested permission of any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed taxing authority to change the terms and conditions any accounting method in respect of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) Taxes, entered into any closing agreement in respect of Taxes, settled any material agreement with any person claim or groupassessment in respect of Taxes, or modified consented to any extension or amended waiver of the limitation period applicable to any claim or assessment in respect of Taxes or in respect to any material respect the terms Tax attribute that would give rise to any claim or assessment of any material existing agreement except Taxes (other than in connection with filing an extension to file a Tax Return in the ordinary course of business consistent with past practicebusiness); (sxx) entered intomodified, adopted amended, permitted to lapse or amended terminated any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except Material Contract other than in the ordinary course of business consistent with past practicebusiness; (xxi) made any change in the accounting principles or methods affecting the financial position or results of operations of the Company, except insofar as may have been required by a change in GAAP or applicable Law; or (xxii) agreed or otherwise committed in writing to take any of the actions prohibited by the foregoing clauses (i) through (xxi).

Absence of Certain Changes. Except as set forth in on Schedule 5.123.12. since the Reference Date, from neither Seller nor the date Business has or will have as of the GRS Balance Sheet to the date of this Agreement, GRS has notClosing: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its condition (financial or otherwise), operationscondition, assets, liabilities, net worth or business from that shown on the Reference Date Balance Sheet that, either individually or prospectsin the aggregate, has had a Material Adverse Effect; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage damage, destruction or destruction to or loss of any of its assets (loss, whether or not covered by insurance) that has materially , adversely affected, affecting its properties or could materially adversely affect, its businessthe Business; (hc) acquired declared or disposed paid or agreed to declare or pay any dividends or distributions of any cash or other assets of any kind whatsoever or issued or agreed to issue any capital stock or rights, options or warrants to acquire any capital stock of Seller; (d) mortgaged, pledged, hypothecated or otherwise encumbered any of its assets except in the ordinary course of business consistent with past practicematerial assets, tangible or intangible; (ie) written up sold or written down the carrying value of transferred any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods property or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affectedrights, or could reasonably be expected canceled or agreed to materially and adversely affectcancel any of its debts or claims, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except for fair value in the ordinary course of business; (pf) formed suffered any Material Adverse Effect with respect to its relationships with customers or acquired employees, or disposed of any interest in any corporation, partnership, joint venture or other entitywith respect to its contracts with customers; (qg) redeemed, purchased incurred any commitment (through negotiations or otherwise acquiredotherwise) or any liability to any labor organization, or sold, granted or otherwise disposed of, directly or indirectly, been involved in any labor dispute; (h) increased the amount of its capital stock Debt or securities other obligations or any rights to acquire such capital stock or securities, liabilities by more than $10,000 in the aggregate; (i) entered or agreed to change the terms and conditions enter into any agreement or arrangement granting any preferential rights to purchase a material part of any such rights paid any dividends its assets, property or made any distribution to the holders of GRS' capital stockrights; (rj) placed any orders for materials, merchandise or supplies in exceptional or unusual quantities based upon past operating practices or accepted orders from customers under conditions relating to price, terms or payment, time or delivery, or like matters materially different from the conditions regularly and usually specified on acceptance of orders for similar merchandise from customers similarly situated; (k) made any change in the accounting practices or methods followed by it; (l) engaged in any restructuring or changed its constitutive documents; (m) materially increased the level of compensation or benefits for any employee; (n) entered into any material agreement with any person or groupother transaction, or modified or amended been involved in any material respect the terms event or experienced any condition of any material existing agreement except character, that, either individually or in the ordinary course aggregate, has had a Material Adverse Effect on Seller, any of business consistent with past practice; (s) entered into, adopted the Purchased Assets or amended any Employee Benefit Planthe Business; or (to) entered into any an agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth (i) Since December 31, 2003, Seller has: (a) operated its business only in Schedule 5.12the usual, from regular and ordinary course and in accordance with past practice; (b) used all its best efforts, in the date ordinary course of business consistent with past practice, to keep available the services of its officers, directors, employees, agents and consultants involved with its business; (c) maintained all the Purchased Assets in the usual, regular and ordinary course and in accordance with past practice; (d) used all commercially reasonable efforts, in the ordinary course of business consistent with past practice, to preserve its relationships with the lenders, suppliers, customers, licensors and licensees and others having significant business dealings with Seller such that the business will not be materially impaired; (e) maintained its books and records in its usual, regular and ordinary manner, on a basis consistent with prior years; (f) continued all material existing insurance policies (or comparable insurance) in full force and effect; (g) reserved intact its business organization and not made or instituted any changes in its methods of purchase, sale, management, accounting or operation which would materially impact Seller’s business; (h) performed and complied in all material respects, in the ordinary course of business consistent with past practice, with its obligations under all Assigned Contracts; and (i) not increased the rate or terms of compensation payable or to become payable to its directors, officers, key employees or, except in the ordinary course of business in accordance with past practice, any of the GRS Balance Sheet other employees or adopted, amended or otherwise modified any bonus, pension or other employee benefit plan covering any of its directors, officers or employees. (ii) Since December 31, 2003, Seller has not (A) suffered any change, event or development or series of changes, events or developments which, individually or in the aggregate, have had or are reasonably expected to have, a material adverse effect on its financial condition, assets, prospects, liabilities or results of operation, (B) suffered any material damage, destruction or casualty loss to any of the date Purchased Assets (whether or not covered by insurance) or (C) to Seller’s knowledge, been the subject of this Agreementany investigation by any governmental authority or been the subject of any threatened or commenced claim or litigation, GRS and (ii) Seller has not: (a) suffered varied, assumed, terminated, amended the terms of or granted any material adverse change, whether or not caused by waiver in respect of any deliberate act or omission of GRS Assumed Liability or any stockholder Assigned Contract except in the ordinary course of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsconsistent with past practices; (b) contracted for granted, consented to or suffered the purchase imposition of any capital assets having a cost in excess lien or encumbrance on any of $25,000 the Purchased Assets, other than liens and encumbrances on inventory of Seller granted, consented to, or paid any capital expenditures in excess of $25,000suffered the imposition of, except in the ordinary course of business consistent with past practice; (c) incurred sold, leased, transferred, assigned or otherwise disposed of any indebtedness for borrowed money or issued or sold any debt securities, assets except in the ordinary course of business consistent with past practice; (d) incurred accelerated or discharged delayed the manufacture, shipment or sale or license of any liabilities products, the sale of inventory, the collection of accounts or obligations except notes receivable or the payment of accounts or notes payable, or otherwise operated in a manner not in the ordinary course of business or not consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven changed its accounting principles or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice;policies; or (f) mortgaged, pledged agreed or subjected otherwise committed to any security interest, lien, lease or other charge or encumbrance take any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered actions prohibited by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; foregoing subparagraphs (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; through (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicev).

Absence of Certain Changes. Except as set forth in Schedule 5.12, from Since the date of the GRS Balance Sheet to Date, the date of this AgreementCompany and each Company Subsidiary has conducted its respective business only in the ordinary and usual course and consistent with past practice, GRS has notand neither the Company nor any Company Subsidiary has: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its condition working capital, financial condition, results of operation, assets, liabilities (financial absolute, accrued, contingent or otherwise), operationsreserves, assetsbusiness, liabilities, business operations or prospects; (b) contracted incurred any liability or obligation (absolute, accrued, contingent or otherwise) except immaterial items incurred in the ordinary course of business and consistent with past practice, none of which exceeds euro15,000 (counting obligations or liabilities arising from one transaction or a series of similar transactions, and all periodic installments or payments under any lease or other agreement providing for periodic installments or payments, as a single obligation or liability), or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (c) paid, discharged or satisfied any claim, liability or obligation (whether absolute, accrued, contingent or otherwise) other than the purchase payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations reflected or reserved against in the Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the Balance Sheet Date; (d) permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any capital kind, except for liens for current taxes not yet due; (e) written down the value of any inventory (including write-downs by reason of shrinkage or mark-down) or written off as uncollectible any notes or accounts recexxxxle; (f) cancelled any debts or waived any claims or rights of material value; (g) sold, transferred, or otherwise disposed of any of its properties or assets having a cost in excess of $25,000 (real, personal or paid any capital expenditures in excess of $25,000mixed, tangible or intangible), except in the ordinary course of business and consistent with past practice; (ch) incurred disposed of or permitted to lapse any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior rights to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss use of any of its assets (whether or not covered by insurance) that has materially adversely affectedIntellectual Property, or could materially adversely affect, its business; (h) acquired or disposed of or disclosed to any Person other than representatives of its assets except in the ordinary course Purchasers any trade secret, formula, process, know-how or other Intellectual Property not theretofore a matter of business consistent with past practicepublic knowledge; (i) written up or written down the carrying value of granted any of its assets, except general increase in the ordinary course compensation of business consistent with past practicedirectors, managers, officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee, and no such increase is customary on a periodic basis or required by agreement or understanding; (j) changed made any accounting principles methods single capital expenditure or practices followed commitment in excess of E10,000 for additions to property, plant, equipment or changed the costing system intangible capital assets or depreciation methods made aggregate capital expenditures and commitments in excess of accounting E50,000 for its additions to property, plant, equipment or intangible capital assets; (k) waived declared, paid or set aside for payment any material rights or forgiven any material claims; (l) lostdividend, terminated or experienced any change other than pursuant to a dividend authorized by the Shareholders in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affectedDecember 2004, or could reasonably be expected to materially and adversely affect, other distribution in respect of its business capital stock or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any shares of its capital stock or other securities of the Company or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stockCompany Subsidiary; (rl) entered into made any material agreement with any person or group, or modified or amended change in any material respect the terms method of any material existing agreement except in the ordinary course of business consistent with past accounting or accounting practice; (sm) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (personal or mixed, tangible or intangible) to, or entered intointo any agreement or arrangement with, adopted any of its officers or amended directors or any Employee Benefit PlanAffiliate of any of its officers or directors except for directors' fees and compensation to officers at rates not exceeding the rates of such fees and compensation paid during the year ended 31 December 2004; or (tn) entered into agreed, whether in writing or otherwise, to take any agreement (written or oral) to do any of the foregoing, except action described in the ordinary course of business consistent with past practicethis section.

Absence of Certain Changes. Except as set forth in Schedule 5.125.7, from since the date of the GRS USAC Balance Sheet to Sheet, USAC has conducted the date of this AgreementUSAC Business only in the ordinary course and consistent with past practice, GRS and has not: (a) suffered Suffered any material adverse changechange in the operations, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business earnings, working capital or prospectsprospects of the USAC Business; (b) contracted for the purchase of Incurred any capital assets having a cost in excess of $25,000 liabilities or paid any capital expenditures in excess of $25,000obligations (absolute, accrued, contingent or otherwise) except immaterial items incurred in the ordinary course of business and consistent with past practicepractice (including obligations or liabilities arising from one transaction or a series of related or similar transactions, and all periodic installments or payments under any lease or other agreement providing for periodic installments or payments, as a single obligation or liability), or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (c) incurred Paid, discharged or satisfied any indebtedness for borrowed money claims, liabilities or issued obligations (absolute, accrued, contingent or sold any debt securitiesotherwise) other than the payment, except discharge or satisfaction in the ordinary course of business and consistent with past practice; (d) practice of liabilities and obligations reflected or reserved against in the USAC Balance Sheet or incurred or discharged any liabilities or obligations except in the ordinary course of business and consistent with past practicepractice since the date of the USAC Balance Sheet; (d) Permitted or allowed any of the USAC Assets to be subjected to any mortgage, pledge, lien, security interest encumbrance, restriction or charge of any kind; (e) paid Written down the value of any amount on inventory or written off as uncollectible any indebtedness prior to the due date, forgiven notes or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practiceaccounts receivable; (f) mortgagedCanceled any debts or waived any claims or rights of substantial value; (g) Sold, pledged transferred or subjected to any security interest, lien, lease or other charge or encumbrance otherwise disposed of any of its properties or assets, except in the ordinary course of business and consistent with past practice; (gh) suffered Disposed of or permitted to lapse any damage or destruction rights to or loss the use of any of its assets (whether patent, trademark, trade name or not covered by insurance) that has materially adversely affectedcopyright, or could materially adversely affectdisposed of or disclosed to any person other than an employee or Affiliate any trade secret, its businessformula, process or know-how not theretofore a matter of public knowledge; (hi) acquired Granted any general increase in the compensation of employees (including any such increase pursuant to any bonus, pension, profit sharing or disposed other plan or commitment) or any increase in the compensation payable or to become payable to any employee, and no such increase is customary on a periodic basis or required by agreement or understanding; (j) Made any capital expenditure or commitment for additions to property, equipment or intangible capital assets relating to the USAC Business; (k) Made any change in any method of any of accounting or accounting practice or failed to maintain its assets except books, accounts and records in the ordinary course of business and consistent with past practice; (il) written up Failed to maintain any properties or written down equipment in good operating condition and repair; (m) Failed to maintain in full force and effect all existing policies of insurance at least at such levels as were in effect prior to such date or canceled any such insurance or taken or failed to take any action that would enable the carrying value insurers under such policies to avoid liability for claims arising out of occurrences prior to the Closing; (n) Entered into any of its assetstransaction or made or entered into any material contract or commitment, or terminated or amended any material contract or commitment, except in the ordinary course of business and consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods , and not in excess of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practicecurrent requirements; (o) made Taken any payments to action that could have a material adverse effect on its business organization or loaned any money to any person its current relationships with its employees, suppliers, distributors, advertisers, subscribers or entity except in the ordinary course of businessothers having business relationships with it; (p) formed Declared, paid or acquired or disposed of set aside for payment any interest in any corporation, partnership, joint venture dividend or other entity; (q) distribution in respect of its capital stock or redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any shares of its capital stock or securities or any rights to acquire such capital stock or other securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (tq) entered into Agreed in writing or otherwise to take any agreement (written or oral) action with respect to do any of the foregoing, except matters described in the ordinary course of business consistent with past practicethis Section 5.7.

Absence of Certain Changes. Except as set forth specifically contemplated by the Transaction Documents and except as disclosed in Schedule 5.12, from the date Section 3.10 of the GRS Disclosure Schedule, since the Balance Sheet Date, each Group Company has operated its businesses and assets in the ordinary course consistent with past practice and in compliance with the requirements under the shareholders agreement and charter of the Company. Without limitation to the date generality of this Agreementthe foregoing, GRS has notnone of the Group Companies has, since the Balance Sheet Date: (a) suffered entered into any transaction that was not in the ordinary course of business consistent with past practice; or made any material adverse change, whether or not caused by changes in the customary methods of operations of any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsGroup Company; (b) contracted for the purchase acquired, sold, transferred, leased, subleased, licensed or otherwise disposed of any capital material properties or assets, other than the sale of inventories in the ordinary course of business consistent with past practice; or permitted or allowed any assets having a cost to be subject to any Liens (other than Liens for Taxes in excess the ordinary course of $25,000 or paid any capital expenditures in excess of $25,000business consistent with past practice that are not yet due and payable), or, except in the ordinary course of business consistent with past practice, discharged or otherwise obtained the release of Liens related to any Group Company or paid or otherwise discharged any Liability; (c) incurred written down or written up (or failed to write down or write up in accordance with the Applicable Accounting Standard consistent with past practice) the value of any indebtedness for borrowed money accounts receivable or issued or sold revalued any debt securitiesof the assets of the Group Companies, except other than in the ordinary course of business consistent with past practicepractice and in accordance with the Applicable Accounting Standard; (d) made any change in any method of accounting or accounting practice or policy used by any Group Company, other than such changes required by the Applicable Accounting Standard; (e) amended, terminated, cancelled or compromised any material claim of any Group Company or waived any other material right of value to any Group Company; (f) issued or sold any equity or debt securities, or any option, warrant or other right to acquire the same, of any Group Company; or redeemed any equity interest in any Group Company or declared, made or paid any dividends or other distributions (whether in cash, securities or other property) to the holders of equity interests in any Group Company; (g) made any capital expenditure or commitment for any capital expenditure in excess of US$100,000 (or the equivalent thereof in another currency) individually or US$500,000 (or the equivalent thereof in another currency) in the aggregate; (h) made, revoked or changed any Tax election or method of Tax accounting or settled or compromised any Liability with respect to Taxes of any Group Company; (i) incurred any Indebtedness; failed to pay any creditor any amount owed to such creditor when due; or discharged incurred any liabilities or obligations Liability except Liabilities incurred in the ordinary course of business consistent with past practicepractice that do not exceed US$100,000 individually (or the equivalent thereof in another currency) or US$500,000 (or the equivalent thereof in another currency) in the aggregate; (ej) paid made any amount loan to, guaranteed any Indebtedness of or otherwise incurred any Indebtedness on behalf of any indebtedness prior Person, other than travel advances and other advances made to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except employees in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived made any material rights change in any compensation or forgiven benefit arrangement or agreement with any material claimsKey Employee; or adopted or made any amendments or modifications to any company share incentive plan or issued any award thereunder; (l) lost, terminated or experienced entered into any change in the relationship transaction with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assetsRelated Party; (m) increased terminated the compensation employment of, or received any resignation from, any Key Employee of any director or officerGroup Company; (n) increased the compensation suffered any labor dispute involving any Group Company or any of any employee except in the ordinary course of business consistent with past practiceits respective employees; (o) made amended, modified or consented to the termination of any payments to Material Contract or loaned the Group Companies’ rights thereunder, or entered into any money to any person or entity except in the ordinary course of businessMaterial Contract; (p) formed amended or acquired restated the memorandum and articles of association (or disposed equivalent organizational documents) of any interest in any corporation, partnership, joint venture or other entityGroup Company; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, suffered any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock;Material Adverse Effect; or (r) entered into any material agreement with any person agreed, whether in writing or groupotherwise, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do take any of the foregoingactions specified in this Section 3.10 or granted any options to purchase, rights of first refusal, rights of first offer or any other similar rights or commitments with respect to any of the actions specified in this Section 3.10, except in as expressly contemplated by this Agreement and the ordinary course of business consistent with past practiceother Transaction Documents.

Absence of Certain Changes. Except Since the date of the 2006 Balance Sheet, the LifeTime Business has been operated in the ordinary course consistent with past practice. Without limiting the generality of the immediately preceding sentence and except as set forth in Schedule 5.12Section 3.18 of the Disclosure Schedule, from since the date of the GRS 2006 Balance Sheet to Sheet, LifeTime and the date of this Agreement, GRS has LifeTime Representatives have not: (a) suffered any material adverse change, whether amended or not caused by any deliberate act otherwise modified the LifeTime charter documents or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsbylaws; (b) contracted for mortgaged, pledged or granted any security interest in any of the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practiceLifeTime assets; (c) incurred increased the compensation, bonus or other benefits payable or potentially payable to of any indebtedness for borrowed money of the employees or issued or sold any debt securitiesexecutive officers of the LifeTime Business, except in the ordinary course of business consistent with past practice; (d) terminated or modified any Contract, or received any written notice of termination of any Contract, except for terminations of Contracts upon their expiration during such period in accordance with their terms; (e) incurred or assumed any indebtedness for borrowed money or guaranteed any obligation or the net worth of any Person; (f) discharged or satisfied any liabilities Encumbrance other than those then required to be discharged or obligations satisfied during such period in accordance with their original terms; (g) paid any material obligation or liability (absolute, accrued, contingent or otherwise), whether due or to become due, except for any current liabilities, and the current portion of any long term liabilities, shown on the Financial Statements or incurred since the date of the 2006 Balance Sheet in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired sold, transferred, leased to others or otherwise disposed of any assets having a fair market value in excess of its assets $10,000, except in the ordinary course of business consistent with past practice; (i) written up cancelled, waived or written down the carrying value compromised any material debt or claim; (j) suffered any damage or destruction to or loss of any of its assets, except the LifeTime tangible properties or assets (whether or not covered by insurance); (k) lost the employment services of any employee whose annual salary exceeded $50,000; (l) made any loan or advance to any Person other than travel and other similar routine advances to employees in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation purchased or acquired any capital stock or other securities of any director other corporation or officerany ownership interest in any other business enterprise; (n) increased the compensation of made any employee except capital expenditures or capital additions or betterments in amounts which exceeded $10,000 in the ordinary course of business consistent with past practiceaggregate; (o) made any payments to changed the LifeTime method of accounting or loaned any money to any person its accounting principles or entity except in the ordinary course of businesspractices; (p) formed instituted or acquired settled any litigation or disposed any legal, administrative or arbitration action or proceeding before any court or Governmental Body relating to LifeTime or any of any interest in any corporation, partnership, joint venture its properties or other entityassets; (q) redeemed, purchased made or otherwise acquired, revoked any Tax elections or sold, granted settled or otherwise disposed of, directly or indirectly, compromised any of its capital stock or securities or Tax liability with any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock;Governmental Body; or (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) commitment to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except Since December 31, 1997, except as set forth in on Schedule 5.124.7, from the date of the GRS Balance Sheet with respect to the date of this AgreementCenter, GRS Seller has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its condition (working capital, financial or otherwise), operationscondition, assets, liabilities, business or prospects, or suffered any material casualty loss (whether or not insured); (b) contracted for made any change in its business or operations or in the purchase manner of conducting its business, other than changes in the ordinary course of business; (c) incurred any capital assets having a cost in excess of $25,000 obligations or paid any capital expenditures in excess of $25,000liabilities (whether absolute, accrued, contingent or otherwise and whether due or to become due), except items incurred in the ordinary course of business and consistent with past practice, or experienced any change in any assumptions or methods of calculating any bad debt, contingency or other reserve; (d) paid, discharged or satisfied any claim, lien, encumbrance or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), other than claims, liens, encumbrances, or liabilities: (i) which are reflected in the Financial Information and which were paid, discharged or satisfied since the date thereof in the ordinary course of business consistent with past practice;, or (cii) which were incurred any indebtedness for borrowed money and paid, discharged or issued or sold any debt securitiessatisfied since December 31, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except 1997 in the ordinary course of business consistent with past practice; (e) paid written off as uncollectible any amount on notes or accounts receivable or any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claimsportion thereof, except for immaterial write-offs made in the ordinary course of business consistent with past practice; (f) mortgagedcanceled any other debts or claims of substantial value; (g) sold, pledged transferred or subjected to any security interest, lien, lease or other charge or encumbrance conveyed any of its properties or assets, except in the ordinary course of business consistent with past practice; (gh) suffered made any damage capital expenditures or destruction commitments in excess of $10,000 in the aggregate for replacements or additions to property, plant, equipment or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its businessintangible capital assets; (hi) acquired declared, paid or disposed of made or set aside for payment of, any distribution in respect of its assets except outstanding membership interests, other than distributions made in the ordinary course of business consistent with past practice, or directly or indirectly redeemed, purchased or otherwise acquired any of its membership interests; (ij) written up made any material change in any method of accounting or written down accounting practice; (k) granted any increase in the carrying value compensation of any officer, employee or agent of its assetsSeller who performs services for or on behalf of the Center, except (including without limitation any increase pursuant to any bonus, pension, profit sharing or other plan or commitment), other than increases in the ordinary course of business consistent with past practice; (j) changed , or adopted any accounting principles methods such plan or practices followed other arrangement; and no such increase or changed the costing system adoption of any such plan or depreciation methods of accounting for its assets; (k) waived any material rights arrangement, is planned or forgiven any material claims;required; and (l) lostagreed, terminated whether in writing or experienced otherwise, to take any change action described in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicethis Section 4.7.

Absence of Certain Changes. Since the date of the Balance Sheet, the Business has been conducted only in the ordinary course, consistent with past practice. Except as set forth in Schedule 5.123.6, from since the date of the GRS Balance Sheet to the date of this Agreement, GRS there has not: not been (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its the condition (financial or otherwise), operationsproperties, assets, liabilitiesbusiness, business prospects, or prospects; results of operations of the Business, (b) contracted for any material damage, destruction or other casualty loss to, or actual or threatened forfeiture or taking of, any Assets or any property used in the purchase Business (whether or not covered by insurance), (c) any waiver or modification by Seller or any of its Subsidiaries of any capital assets having right or rights of substantial value, or any payment (direct or indirect) in satisfaction of any liability, which could, individually or in the aggregate, have a cost material adverse effect on the Business, (d) any change in excess the accounting principles, methods, practices or procedures followed by Seller or any of $25,000 its Subsidiaries in connection with the Business or paid any capital expenditures change in excess the depreciation or amortization policies or rates theretofore adopted by Seller or any of $25,000its Subsidiaries in connection with the Business, except (e) any sale, transfer, conveyance of any Asset, or grant to any party of any license, sublicense, franchise or option or other right of any nature to sell or distribute the Assets, other than sales of inventory and immaterial or obsolete Assets in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securitiespractices, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged any increase in the rate of compensation or subjected in the benefits payable or to any security interest, lien, lease become payable by Seller or other charge or encumbrance any of its properties Subsidiaries to any employee or assetsofficer of the Business inconsistent with Seller's past practices, except in the ordinary course of business consistent with past practice; (g) suffered any damage declaration, setting aside or destruction to payment of any dividends, or loss other distributions in respect of the outstanding shares of capital stock of Seller or any of its assets (whether Subsidiaries or not covered by insurance) that has materially adversely affectedany intracompany loans, advances or could materially adversely affectguarantees, its business; (h) acquired any strikes, work stoppages, slowdowns, lockouts, arbitrations or disposed of any grievances or other labor disputes pending or, to Seller's best knowledge, threatened against or involving Seller or any of its assets except in Subsidiaries, having a material adverse effect on the ordinary course of business consistent with past practice; Business, (i) written up any unfair labor practice charges, grievances or written down complaints pending or, to Seller's best knowledge, threatened by or on behalf of any employee or group of employees of the carrying value of Business, (j) any organizing activity involving Seller or any of its assetsSubsidiaries or, except in to Seller's best knowledge, threatened by any labor organization or group of employees of the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; Business, (k) waived any pending or, to Seller's best knowledge, threatened dispute with any customer or supplier or any occurrence or situation or other event which, either alone or taken together with all such other events, is reasonably likely to result in any material rights reduction in amount of products purchased or forgiven sold or adverse change in terms or conditions of doing business with any material claims; substantial customer or supplier of the Business, or (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to business policy which change the terms and conditions of any such rights paid any dividends or made any distribution could be material to the holders of GRS' capital stock; (r) entered into any material agreement with any person Business, including, without limitation, advertising, marketing, pricing, purchasing, personnel, return or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practiceproduct acquisition policies.

Absence of Certain Changes. Except as and to the extent set forth in Schedule 5.124.7 or as reflected in the December 31, 1999 Balance Sheet, during the period from December 31, 1999 to Closing the date of the GRS Balance Sheet to the date of this Agreement, GRS Company has not: : (ai) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its condition (working capital, financial or otherwise), operationscondition, assets, liabilities, or to the Best Knowledge of the Shareholders, its business or prospects; , (bii) contracted experienced any labor relations difficulty, or suffered any material casualty loss (whether or not insured); (iii) made any material change in its business or operations or in the manner of conducting its business other than changes in the ordinary course of business; (iv) incurred any obligations or liabilities (whether absolute, accrued, contingent or otherwise and whether due or to become due), except items incurred in the ordinary course of business and consistent with past practice, or experienced any change in any assumptions underlying or methods of calculating prepaid catalog expenses, any bad debt, contingency or other reserves; (v) paid, discharged or satisfied any claim, lien, encumbrance or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), other than claims, liens, encumbrances or liabilities (A) which are reflected or accrued for or reserved against in the purchase December 31, 1999 Balance Sheet and which were paid, discharged or satisfied since December 31, 1999, or (B) which were incurred and paid, discharged or satisfied since December 31, 1999 in the ordinary course of business and consistent with past practice; (vi) permitted or allowed any of its properties or assets (whether real, personal or mixed, tangible or intangible), to be mortgaged, pledged or subjected to any lien or encumbrance, except liens or encumbrances for taxes not yet delinquent; (vii) written-down or determined to write-down or written-up or determined to write-up the value of any capital inventory, or written-off or determined to write-off as uncollectible any notes or accounts receivable or any portion thereof, except for immaterial write-downs and write-offs in the ordinary course of business, consistent with past practice and at a rate no greater than during the prior twelve (12) months; (viii) cancelled any debts or claims, or waived any rights, of substantial value; (ix) sold, transferred or conveyed any of its properties or assets having a cost in excess of $25,000 (whether real, personal or paid any capital expenditures in excess of $25,000mixed, tangible or intangible), except in the ordinary course of business and consistent with past practice; ; (cx) incurred granted any indebtedness increase in the compensation of any officer or employee or accrued or paid any bonus (including, without limitation, any increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or instituted or adopted any new benefit programs, plans or other arrangements for borrowed money officers or issued employees, and no such increases or sold any debt securitiesnew programs, except plans or arrangements are customary on a periodic basis or required by agreement or understanding other than wage increases to hourly employees and annual salary increases to salaried employees in the ordinary course of business consistent with past practice; practices; (dxi) incurred or discharged made any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due datepension, forgiven or canceled any debts or claims or released or waived any rights or claimsretirement, except in the ordinary course of business consistent with past practice; (f) mortgagedprofit-sharing, pledged or subjected to any security interest, lien, lease bonus or other charge employee welfare or encumbrance any of its properties benefit payment, other than payments by persons other than the Company for which the Company has no liability or assets, except in the ordinary course of business consistent with past practice; obligation to do so; (gxii) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced made any change in the relationship with any employeemethod of accounting or accounting practice; (xiii) paid, customer, joint venture partner loaned or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of advanced any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments amount to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquiredrespect of, or sold, granted transferred or otherwise disposed ofleased any properties or assets (whether real, directly personal or indirectlymixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder, any of its capital stock the officers or securities directors of the Company, or any rights to acquire such capital stock Affiliate thereof; (xiv) paid or securities, or agreed to change the terms and conditions of declared any such rights paid any dividends dividend or made any other distribution to its Shareholders in respect of their shares or in respect to any loans made by them to the holders Company or made to the Company and guaranteed by them or (xv) agreed, whether in writing or otherwise, to take any action described in this Section 4.7. Except as and to the extent set forth in Schedule 4.7, since December 31, 1999, the Company has not made any capital expenditures or commitments in excess of GRS' capital stock; Ten Thousand (r$10,000) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except Dollars in the ordinary course of business consistent with past practice; (s) entered intoaggregate for additions to property, adopted plant, equipment or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practiceintangible capital assets.