Common use of Absence of Certain Developments Clause in Contracts

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August 31, 2005, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Since the date of the Latest Balance Sheet, there has not occurred any Material Adverse Effect. Except as set forth in on the Commission Documents attached Developments Schedule or provided on Schedule 2.1(y) heretoexcept as expressly contemplated by this Agreement, since August 31the date of the Latest Balance Sheet, 2005, neither the Company nor any Subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (iia) borrowed any amount in excess of $100,000 or incurred or become subject to any material liabilities (other liabilities in excess of $100,000 (absolute or contingent) except current than liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current business, liabilities incurred under contracts entered into in the ordinary course of business during the comparable and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any material lien, charge or other encumbrance, any material portion of its prior fiscal yearassets, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiariesexcept Permitted Liens; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (vc) sold, assigned or transferred any other material portion of its tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vid) sold, assigned or transferred any patent rightsmaterial Intellectual Property, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representativesbusiness; (viie) suffered any material extraordinary losses or waived any rights of material value; (f) made any material capital investment in, whether or not any material loan to, any other Person, except in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiig) made any changes in employee compensation material capital expenditures or commitments therefor, except (i) in the ordinary course of business and consistent with past practices; (ixii) made for such capital expenditures or commitments therefor that aggregate are reflected in excess of $100,000the Company’s budget for the fiscal year ending December 31, 2007; (xh) made any loan to, or entered into any other material transaction with, any of its directors, officers, and employees outside the ordinary course of business; (i) entered into any employment contract with payments exceeding $100,000 per year or any collective bargaining agreement, or modified the terms of any such existing contract or agreement; (j) made any other material change in employment terms (including compensation) for any of its directors or officers or made any other material change in employment terms (including compensation) for any employees having employment contracts with annual payments exceeding $100,000 per year, in each case, outside the ordinary course of business; or (k) entered into any other material transaction, whether or not except in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actionsbusiness.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August March 31, 20052007, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October 31, 2000, there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except as set forth in on the Commission Documents or provided on Schedule 2.1(y) hereto, attached "DEVELOPMENTS SCHEDULE," since August October 31, 20052000, neither Seller (solely with respect to the Company Acquired Companies) nor any Subsidiary of the Acquired Companies has: (ia) issued subjected any stock, bonds material portion of the properties or assets of any Acquired Company to any Lien or Encumbrance (other corporate securities or any right, options or warrants with respect theretothan Permitted Encumbrances); (iib) borrowed entered into, amended or terminated any amount in excess of $100,000 material lease, contract, agreement or incurred or become subject commitment applicable to any Acquired Company, or taken any other liabilities in excess of $100,000 (absolute action or contingent) except current liabilities incurred entered into any other material transaction applicable to any Acquired Company other than in the ordinary course Ordinary Course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesBusiness; (iiic) discharged or satisfied any lien or encumbrance in excess of $100,000 declared, set aside or paid outside of the Ordinary Course of Business any obligation dividends or liability made any other distributions (absolute whether in cash or contingentin kind) in excess with respect to any shares (or other interests) of $100,000, other than current liabilities paid in the ordinary course Capital Stock of businessany Acquired Company; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viiid) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess for capital expenditures on behalf of any Acquired Company except for amounts less than $100,00050,000; (i) increased the salary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into into, amended, modified or terminated (partial or complete) any material transaction, whether or not in Benefit Plan except to the ordinary course of business which has not been disclosed in the Commission Documentsextent required by applicable law; (xif) made charitable contributions (i) incurred, either directly or pledges on behalf of an Acquired Company, any indebtedness in excess an aggregate principal amount exceeding $100,000 (net of $10,000any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect to, or waived any right of any Acquired Company under, any indebtedness of or owing to any Acquired Company (in either case other than any indebtedness of any Acquired Company owing to another Acquired Company); (xiig) suffered made any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced change in the accounting policies of any material problems with labor or management in connection with the terms and conditions of their employmentAcquired Company; or (xivh) entered into an agreement, written or otherwise, committed to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth on Schedule 3.8, since the date of the Latest Audited Balance Sheet (solely with respect to items (iii) and (vi) below) or the Latest Balance Sheet (with respect to each other item below), (a) there has not been any Material Adverse Effect and each of the Company and its Subsidiaries has conducted its business only in the Commission Documents or provided on Schedule 2.1(yordinary course substantially consistent with past practices, and (b) hereto, since August 31, 2005, neither the Company nor any Subsidiary hasthere has not been any: (i) issued any stock, bonds or other corporate securities amendment to the Governing Documents of the Company or any right, options or warrants with respect theretoSubsidiary; (ii) borrowed any amount in excess sale (other than sales of $100,000 or incurred or become subject to any other liabilities in excess inventory and disposal of $100,000 (absolute or contingent) except current liabilities incurred fixed assets in the ordinary course of business which are comparable consistent with past practices), lease, or other disposition of any asset or property of the Company or any Subsidiary for a purchase price in nature and amount excess of $50,000; (iii) change in the accounting methods other than those required by GAAP used by the Company; (iv) entry into, termination by the Company of, or receipt of notice of termination of (A) any license, distributorship, dealer, joint venture, credit, or similar agreement, or (B) any Contract or transaction involving a total remaining commitment by or to the current liabilities incurred Company of at least $50,000; (v) cancellation or waiver of any claims or rights with a value to the Company in excess of $50,000; (vi) Tax election outside the ordinary course of business or change in the accounting methods used by the Company; (vii) material change in the reserve for the Company’s or any Subsidiary’s accounts receivable or the quantities of each item of its inventory, other than in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders consistent with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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 businesspast practices; (viii) made loan by the Company or any changes Subsidiary to, or any other transaction with, the Seller or the Company’s or Seller’s directors, officers, employees or Persons related (including spouses, children, parents and nephews and nieces of any such individual and his or her spouse) to any of them; (ix) increase in employee excess of five percent (5%) of the base compensation of the Company’ officers or, except for hourly or other employees whose annual compensation (including bonuses) is less than $100,000, employees, or any other change in the material employment terms for any of such officers or employees; (x) acceleration of the collection of accounts receivable or delay in paying accounts payable (except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents;); or (xi) made charitable contributions written agreement by the Company or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, Subsidiary to take do any of the foregoing actionsforegoing. The Purchaser acknowledges that the announcement by the Company of its intention to sell its business (as well as the execution of this Agreement and the consummation of the transactions contemplated hereby) might affect the Company’s and its Subsidiaries’ customer relationships, and the Purchaser acknowledges that such effects do not and shall not constitute a breach of this Section 3.8.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) 2.22 attached hereto, since August December 31, 20052008, neither the Company nor any Subsidiary hashas not: (ia) issued redeemed or repurchased, directly or indirectly, any stockshares of capital stock (or other equity securities); (b) issued, sold or transferred any notes, bonds or other corporate debt securities or any rightequity securities, securities convertible, exchangeable or exercisable into equity securities, or warrants, options or warrants with respect theretoother rights to acquire equity securities, of the Company or its Subsidiaries; (iic) borrowed any amount in excess of $100,000 or incurred or become subject to any Indebtedness or other liabilities in excess of $100,000 (absolute or contingent) Liabilities, except current trade payables and accrued liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (ivd) declared mortgaged, pledged or made subjected to any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made Lien any agreements so to purchase or redeem, any shares portion of its capital stockproperties or assets; (e) sold, leased, licensed (as licensor), assigned, disposed of or transferred (including transfers to the Company or any employees or Affiliates of the Company) any of its assets (whether tangible or intangible), except for sales of inventory in each case the ordinary course of business and sales of other assets not in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any aggregate and other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except than licenses granted to customers in the ordinary course of business or pursuant to Contracts containing terms and conditions substantially similar to the Purchasers or their representativesterms and conditions of the Company’s standard customer agreement, copies of which have been previously provided to the Buyer; (viif) disclosed any proprietary confidential information to any Person that is not subject to any confidentiality agreement; (g) suffered any material extraordinary 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xiih) suffered any material theft, damage, destruction or casualty lossloss in excess of $50,000, to its assets, whether or not covered by insurance; (xiiii) experienced entered into, amended, accelerated or terminated any material problems Contract, taken any other action or entered into any other transaction involving more than $50,000 or otherwise outside the ordinary course of business, or entered into any transaction with labor any Insider; (j) (i) made or management granted any bonus or increase in connection the compensation or benefits of any employee or officer of the Company (other than in the ordinary course of business, and not in contemplation of this transaction or other similar transactions) or (ii) entered into, amended, modified or terminated any Employee Benefit Plan; (k) conducted its billing and collection of receivables and inventory purchases other than in the ordinary course of business or changed its pricing structure; (l) made any capital expenditures or commitments therefor (other than in the ordinary course of business and in amounts sufficient to support ongoing business operations); (m) delayed or postponed the repair and maintenance of its properties or the payment of accounts payable, accrued liabilities and other obligations and Liabilities; (n) made loans or advances to, guarantees for the benefit of, or any investments in, any Persons in excess of $50,000 in the aggregate; (o) instituted or settled any claim or lawsuit involving equitable or injunctive relief or the payment by or on behalf of the Company of more than $50,000 in the aggregate; (p) granted any performance guarantees to its customers other than in the ordinary course of business and consistent with the terms policies and conditions practices disclosed to Buyer; (q) instituted or permitted any change in the conduct of their employmentits business, or any change in its method of purchase, sale, lease, management, marketing, promotion or operation; (r) declared, set aside or paid any dividend or made any similar distribution, redeemed, purchased or otherwise acquired, directly or indirectly, any shares of its capital stock (or other equity securities), or made any loan or entered into any transaction with or distributed any assets or property to any of its officers, directors, shareholders, Affiliates or other Insiders, except for compensation paid to Insiders in the ordinary course of business; (s) acquired any other business or entity (or any significant portion or division thereof), whether by merger, consolidation or reorganization or by the purchase of its assets or stock; or (xivt) entered into an agreement, written or otherwise, committed to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth in the Commission Documents Form 10-KSB, the Form 10-QSB or provided on Schedule 2.1(y2.1(c) hereto, since August 31, 20052006, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries;Company’s or such subsidiary’s business; ­ (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August Since December 31, 20052007, neither the Company nor any Subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Vicis or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000250,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting; (xv) issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans; (xvi) taken any steps to seek protection pursuant to any bankruptcy or similar law; or (xivxvii) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on the “Absence of Certain Developments Schedule” attached hereto as Schedule 3.6, since May 31, 2018 through to the date of this Agreement, the Business has been conducted in the Commission Documents or provided on Schedule 2.1(y) heretoOrdinary Course of Business in all material respects, since August 31such Seller and its Affiliates have not, 2005, neither with respect to the Company nor any Subsidiary hasBusiness: (ia) issued any stock, bonds experienced or other corporate securities or any right, options or warrants with respect theretosuffered a Material Adverse Effect; (b) sold or otherwise disposed of any of its material assets, tangible or intangible, other than (i) in the Ordinary Course of Business, (ii) borrowed sales of obsolete assets or assets with no book value, and (iii) sales or other dispositions of any amount asset with a fair market value less than $50,000; (c) created or suffered to exist any Lien (other than a Permitted Lien) upon any of its assets, tangible or intangible, outside the Ordinary Course of Business or securing any Liability in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year50,000, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (vd) soldentered into or consummated any transaction involving the acquisition of the capital stock or other equity securities, assigned or transferred any other tangible assets, property, or canceled a business line of any debts Person other than purchases of inventory in the Ordinary Course of Business; (e) instructed any customer of the Business to purchase or claimsmaintain Inventory at a level in excess of the level of Inventory historically purchased or maintained by such customer in such a manner that after the Closing would result in decreased orders from such customer as compared to the normal historical orders of such customer; (f) experienced an increase in Inventory levels in a material amount not in the Ordinary Course of Business, or failed to replenish Inventory and supplies in the Ordinary Course of Business, or any made any purchase commitment not in the Ordinary Course of Business or at any price materially in excess of the then-current market price or upon terms and conditions materially more onerous than those usual and customary in the industry; (g) other than in the Ordinary Course of Business, changed the Business’ selling, pricing, advertising or personnel practices, in each case case, in excess of $100,000, except in the ordinary course of businessany material respect; (vih) soldother than in the Ordinary Course of Business, assigned changed the Business’ practices, policies, procedures or transferred any patent rightstiming of the collection of accounts receivable, trademarksbilling of its customers, trade namespricing and payment terms, copyrightscash collections, trade secrets cash payments, or other intangible assets or intellectual property rights terms with vendors, in excess of $100,000each case, or disclosed in any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representativesmaterial respect; (viii) suffered changed the accounting principles, methods or practices (including any change in depreciation or amortization policies or rates) utilized with respect to the Business in 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 businessrespect; (viiij) made experienced any changes in employee compensation except in the material shortage or any material cessation or interruption of inventory shipments, supplies or ordinary course of business and consistent with past practicesservices; (ixk) made capital expenditures or commitments therefor that aggregate in excess experienced any incident of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty lossloss of any property owned by it or used in the operation of its Business, whether or not covered by insurance, having a replacement cost or fair market value in excess of $50,000 individually; (xiiil) experienced made any material problems with labor capital expenditures or management commitments therefor in connection with excess of $100,000 individually or $250,000 in the terms and conditions of their employmentaggregate; or (xivm) entered into an agreement, written committed (orally or otherwise, in writing) to take any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth would not have a material adverse effect on Cetalon's operations, since the date of the financial statement contained in the Commission Documents most recently filed Form 10-Q (or provided on Schedule 2.1(y10-QSB) heretoor Form 10-K (or 10KSB), since August 31, 2005whichever is most current, neither the Company Cetalon nor any Subsidiary subsidiary has: (i) 3.1.26.1 issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect theretothereto (other than pursuant to equity incentive plans or arrangements adopted by Cetalon); (ii) 3.1.26.2 borrowed any material amount in excess of $100,000 or incurred or become subject to any other material liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCetalon's or such subsidiary's business; (iii) 3.1.26.3 discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any material obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 3.1.26.4 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) 3.1.26.5 sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) 3.1.26.6 sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their representativesits representatives or other parties has in connection with any proposed debt or equity financing; (vii) 3.1.26.7 suffered any material losses (except for anticipated losses consistent with prior quarters) 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; (viii) 3.1.26.8 made any material changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) 3.1.26.9 made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000; (x) 3.1.26.10 entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) 3.1.26.11 suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) 3.1.26.12 experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written 3.1.26.13 effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to Cetalon or its subsidiaries.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August Since December 31, 20052006, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(z) hereto, since August March 31, 20052003, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany’s or such Subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would cause a Material Adverse Effect; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(z) hereto, since August 31, 2005the Audited Financial Statements Date, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) heretofiled prior to the date hereof, since August 31September 30, 20052004, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect theretothereto other than under the Company’s stock option/stock issuance plans; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany’s or such Subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person Person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would cause a Material Adverse Effect; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August December 31, 20052006, neither the Company nor any Subsidiary Guarantor has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiariesthe Guarantors; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents Form 10-KSB, the Form 10-QSB or provided on Schedule 2.1(y2.1(c) hereto, since August 31, 2005, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate;; ­ (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y---------------------------------- -------- 2.1(z) hereto, since August 31June 30, 20052001, neither the Company nor any Subsidiary subsidiary has: : - (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; ; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; Company's or such subsidiary's business; (iii) discharged or satisfied any material lien or encumbrance in excess of $100,000 or paid any material obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; ; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; ; (v) sold, assigned or transferred any other tangible assets, or canceled any material debts or claims, in each case in excess of $100,000, except in the ordinary course of business; ; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; ; (vii) suffered any material substantial 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; ; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; ; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; ; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; business; (xi) made charitable contributions or pledges in excess of $10,000; 25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; ; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.. (aa) -

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto4.22 and as contemplated herein, since August March 31, 2005, neither 1998 the Company nor any Subsidiary hashas not: (ia) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (iib) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany's business; (iiic) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of businessbusiness consistent with past practices; (ivd) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (ve) mortgaged or pledged any of its assets, tangible or intangible, or subjected them to any lien, charge or other encumbrance, except liens for current property taxes not yet due and payable; (f) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of businessbusiness consistent with past practices; (vig) sold, assigned or transferred any patents, patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person persons except to customers potential customers, investors or corporate or academic partners or collaborators in the ordinary course of business or to the Purchasers or their representativesconsistent with past practices; (vii) 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; (viiih) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) made capital expenditures or commitments therefor that aggregate in excess of $100,000200,000.00; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xij) made charitable contributions or pledges in excess of $10,0005,000 in the aggregate; (xiik) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiil) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivm) entered into an agreement, written effected or otherwise, agreed to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth in for the Commission Documents or provided matters disclosed on Schedule 2.1(y) hereto3.7 (which matters have not had and could not reasonably be expected to have a Material Adverse Effect), the Acquisitions, the issuance of Class A Common Stock pursuant to this Agreement, the Preferred Stock Financing and the Debt Financing Transactions, since August December 31, 2005, neither the Company nor any Subsidiary has1998: (ia) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesSubsidiaries has been conducted in all material respects only in the Ordinary Course of Business; (iiib) discharged none of the Company or satisfied its Subsidiaries has become liable in respect of any lien Guarantee or encumbrance has incurred or otherwise become liable in excess respect of $100,000 or paid any obligation or liability (absolute or contingent) in excess Debt, except for borrowings, leases, letters of $100,000, other than current liabilities paid credit and bankers' acceptances in the ordinary course Ordinary Course of businessBusiness under credit and lease facilities in existence on December 31, 1998; (ivc) declared none of the Company 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 stockSubsidiaries has mortgaged, pledged or subjected to any Lien any of their respective property, business or assets, except for purchase money or similar security interests granted in each case connection with the purchase of equipment or supplies in excess the Ordinary Course of Business in an amount not exceeding $50,000 individually or $100,000 500,000 in the aggregate; (d) none of the Company or any of its Subsidiaries has made any declaration, setting aside or payment of any dividend or other distribution with respect to, or repurchase of, any of their respective capital stock or other equity interests; (e) none of the Company or any of its Subsidiaries has (i) acquired or leased from any other Person any material assets, or sold or leased to any other Person or otherwise disposed of any material assets (in each case except for assets acquired or sold in the Ordinary Course of Business in connection with goods and services provided to customers); (ii) entered into any Contractual Obligation relating to (A) the purchase or sale of any capital stock, partnership interest or other equity interest in any Person, (B) the purchase of assets constituting a business or (C) any merger, consolidation or other business combination; (iii) entered into or amended any lease of real property or material personal property (whether as lessor or lessee); (iv) canceled or compromised any Debt or claim other than accounts receivable in the Ordinary Course of Business; (v) sold, assigned transferred, licensed or transferred otherwise disposed of any material intangible assets other tangible assetsthan in the Ordinary Course of Business; (vi) waived or released any right of substantial value; (vii) instituted, settled or canceled agreed to settle any debts material Action; or claims, (viii) entered into or consummated any transaction with any Affiliate in each case an amount in excess of $100,000, except in the ordinary course of business20,000; (vif) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representativesKnowledge of the Company, there has been no event which poses a material risk that the Company and its Subsidiaries will not be able to operate after the Closing in accordance with the financial projections previously furnished to the Investors; (viig) suffered there has been no loss, destruction or damage to any material losses item of property of the Company or waived any rights of material valueits Subsidiaries, whether or not in the ordinary course of businessinsured, which has had or suffered the loss of any material amount of prospective businesscould reasonably be expected to have a Material Adverse Effect; (viiih) none of the Company or any of its Subsidiaries has made any material changes in employee compensation except the rate of Compensation payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any extra Compensation, or severance or vacation pay, to any director, officer, employee, consultant or agent of the Company or any of its Subsidiaries whose Compensation exceeded $200,000 in the ordinary course of business and consistent with past practicesfiscal year ended December 31, 1998; (ixi) made capital expenditures there has been no material labor trouble (including any work slowdown, stoppage or commitments therefor that aggregate in excess strike) involving the Company or any of $100,000; (x) entered into its Subsidiaries or any material transaction, whether change in any of their respective personnel or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; orthe employment of such personnel; (xivj) none of the Company or any of its Subsidiaries has made any change in (x) its methods of accounting or accounting practices, except as required by GAAP, or (y) its pricing policies or payment or credit practices or failed to pay any creditor any amount owed to such creditor when due or granted any extensions of credit other than in the Ordinary Course of Business; (k) none of the Company or any of its Subsidiaries has terminated or closed any material facility, business or operation; (l) other than in the Ordinary Course of Business, none of the Company or any of its Subsidiaries has made any loan, advance or capital contributions to, or any other investment in, any Person; (m) none of the Company or any of its Subsidiaries has adopted or increased any benefits under any Employee Plan in any material manner; (n) none of the Company or any of its Subsidiaries has written up or written down any of its respective material assets; (o) none of the Company or any of its Subsidiaries has terminated or amended, or failed in any material respect to perform obligations or suffered the occurrence of any default under any material Contractual Obligation, which default has not been cured; (p) none of the Company or any of its Subsidiaries has entered into an agreement, written or otherwise, any Contractual Obligation to take do any of the foregoing actionsthings referred to elsewhere in this Section 3.7; and (q) to the Knowledge of the Company, nothing has occurred which has had or could reasonably be expected to have a Material Adverse Effect.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(x) hereto, since August 31September 30, 20052007, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August December 31, 20052006, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y---------------------------------- -------- 2.1(z) hereto, since August 31June 30, 20052001, neither the Company nor any Subsidiary subsidiary has:: - (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany's or such subsidiary's business; (iii) discharged or satisfied any material lien or encumbrance in excess of $100,000 or paid any material obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any material debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except Without limiting anything contained in Section 3.08(d), except as set forth provided in Schedule 3.09 or the Commission Documents or provided on Schedule 2.1(y) heretoCompany SEC Documents, since August 31September 30, 2005, neither 1998 the Company nor any Subsidiary hashas not: (ia) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto, other than options to purchase 4,500 shares of Common Stock granted to directors of the Company pursuant to a formula stock option plan; (iib) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany's business; (iiic) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (ivd) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (ve) mortgaged or pledged any of its assets, tangible or intangible, or subjected them to any lien, charge or other encumbrance, except liens for current property taxes not yet due and payable; (f) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of businessbusiness consistent with past practice; (vig) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, Intellectual Property Rights or disclosed any proprietary confidential information to any person persons except to customers potential customers, investors or partners or collaborators in the ordinary course of business or to the Purchasers or their representativesconsistent with past practice; (viih) suffered any material substantial losses (other than losses from operations for financial reporting purposes) 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; (viiii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixj) made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000; (xk) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xiil) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiim) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivn) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August December 31, 20052004, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; ; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) heretoSince September 30, since August 31, 20052010, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled cancelled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.23, since the date of the Latest Balance Sheet, (i) there has not been any material adverse change in the Commission Documents business, financial condition, operating results, assets, Liabilities, customer, client, employee or provided on Schedule 2.1(ysales representative or operations of the Company and (ii) heretothe Company has conducted its business only in the ordinary course of business. As amplification but not limitation of the foregoing, since August 31the date of the Latest Balance Sheet, 2005, neither the Company nor any Subsidiary hashas not: (ia) issued redeemed or repurchased, directly or indirectly, any stockmembership interests or other equity securities (other than with respect to the cancellation of the Options as contemplated by the Option Cancellation Agreements); (b) issued, sold or transferred any notes, bonds or other corporate debt securities or any rightmembership interests, securities convertible, exchangeable or exercisable into membership interests, or warrants, options or warrants with respect theretoother rights to acquire membership interests, of the Company or its Subsidiaries; (iic) borrowed any amount in excess of $100,000 or incurred or become subject to any Indebtedness or other liabilities in excess of $100,000 (absolute or contingent) Liabilities, except current trade payables and accrued liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (ivd) declared mortgaged, pledged or made subjected to any payment or distribution of cash or Lien (other property to stockholders with respect to its stock, or purchased or redeemed, or made than Permitted Liens) any agreements so to purchase or redeem, any shares portion of its capital stock, in each case in excess of $50,000 individually properties or $100,000 in the aggregateassets; (ve) sold, assigned leased, licensed (as licensor), assigned, disposed of or transferred (including transfers to the Company or any other employees or Affiliates of the Company) any of its assets (whether tangible assets, or canceled any debts or claims, in each case in excess of $100,000intangible), except for sales in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or business and sales of other intangible assets or intellectual property rights not in excess of fifty thousand dollars ($100,000, or disclosed any proprietary confidential information to any person except 50,000) in the aggregate and other than licenses granted to customers in the ordinary course of business or pursuant to Contracts containing terms and conditions substantially similar to the Purchasers terms and conditions of the Company’s standard customer or their representativesclient agreement, copies of which have been previously provided to Buyer; (viif) disclosed any proprietary confidential information to any Person that is not subject to any confidentiality agreement (other than any disclosure to its attorneys); (g) suffered any material extraordinary 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xiih) suffered any material theft, damage, destruction or casualty lossloss in excess of fifty thousand dollars ($50,000), to its assets, whether or not covered by insurance; (xiiii) experienced entered into, amended, accelerated or terminated any material problems Contract of the type required to be disclosed on Schedule 2.9(a), taken any action or entered into any transaction involving more than fifty thousand dollars ($50,000) or otherwise outside the ordinary course of business, or entered into any transaction with labor any Insider; (j) (i) made or management granted any bonus or increase in connection the compensation or benefits of any employee, officer or Contingent Worker of the Company (other than in the ordinary course of business, and not in contemplation of the transactions contemplated by the Transaction Documents or other similar transactions) or (ii) entered into, amended, modified or terminated any Employee Benefit Plan; (k) conducted its billing and collection of receivables and inventory purchases other than in the ordinary course of business or materially changed its pricing structure; (l) made any capital expenditures or commitments therefor (other than in the ordinary course of business and in amounts sufficient to support ongoing business operations); (m) delayed or postponed the repair and maintenance of its properties or the payment of accounts payable, accrued liabilities and other obligations and Liabilities; (n) made loans or advances to, guarantees for the benefit of, or any investments in, any Persons in excess of fifty thousand dollars ($50,000) in the aggregate; (o) instituted or settled any claim or lawsuit involving equitable or injunctive relief or the payment by or on behalf of the Company of more than fifty thousand dollars ($50,000) in the aggregate; (p) granted any performance guarantees to its customers other than in the ordinary course of business and consistent with the terms policies and conditions practices disclosed to Buyer; (q) declared, set aside or paid any dividend or made any similar distribution, redeemed, purchased or otherwise acquired, directly or indirectly, any of their employmentits membership interests (or other equity securities), or made any loan or entered into any Contract or other transaction with or distributed any assets or property to any Insiders, except for compensation paid to Insiders in the ordinary course of business; (r) acquired any other business or entity (or any significant portion or division thereof), whether by merger, consolidation or reorganization or by the purchase of its assets or capital stock or other securities; (s) (i) changed any Tax election or Tax accounting method, (ii) filed any amended Tax Return or claim for refund, (iii) consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, (iv) settled or comprised any Action, controversy or audit relating to Taxes, or (v) incurred any Liability for Taxes, in each case, that would result in the creation of any Lien (other than Permitted Liens) on any of the Purchased Assets or that would otherwise have an adverse effect on Buyer; or (xivt) entered into an agreementcommitted or agreed, written in writing or otherwise, to take do any of the foregoing actionsforegoing, except as expressly contemplated by the Transaction Documents.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.01(aa) hereto, since August 31September 30, 2005, 2008 neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which that are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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 businessbusiness from an existing customer; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material transactioncontract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one year, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August 31September 30, 20052013, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 50,000 or incurred or become subject to any other liabilities in excess of $100,000 50,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 50,000 or paid any obligation or liability (absolute or contingent) in excess of $100,00050,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 25,000 individually or $100,000 50,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,00050,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,00050,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or pursuant to the Purchasers or their representativesnondisclosure agreements; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,0005,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth provided on Schedule 2.1(z) hereto or in the Commission Documents or provided on Schedule 2.1(y) heretoDocuments, since August 31September 30, 20052002, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August March 31, 20052007, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. From the date of the Latest Balance Sheet to the Closing Date there has not been any Company Material Adverse Effect. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto2.23 or as expressly contemplated by the Transaction Documents, since August 31from the date of the Latest Balance Sheet to the Closing Date, 2005, neither the Company nor any Subsidiary hashas not: (ia) issued operated the Business other than in the ordinary course consistent with its past practice; (b) issued, sold or transferred any stocknotes, bonds or other corporate debt securities or any rightcapital stock, equity interests, securities convertible, exchangeable or exercisable into capital stock or equity interests, or warrants, options or warrants with respect theretoother rights to acquire capital stock or equity interests, of the Company; (iic) borrowed any amount in excess of $100,000 or incurred or become subject to any material Indebtedness or other liabilities in excess of $100,000 (absolute or contingent) material Liabilities, except current trade payables and accrued liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (ivd) declared mortgaged, pledged or made subjected to any payment or distribution of cash or Lien (other property to stockholders with respect to its stock, or purchased or redeemed, or made than Permitted Liens) any agreements so to purchase or redeem, any shares portion of its capital stock, in each case in excess of $50,000 individually properties or $100,000 in the aggregateassets; (ve) sold, assigned leased, licensed (as licensor), assigned, disposed of or transferred any other of its material assets (whether tangible assets, or canceled any debts or claims, in each case in excess of $100,000intangible), except (i) in the ordinary course of business; , (viii) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible sales of assets or intellectual property rights not in excess of $100,000, or disclosed any proprietary confidential information to any person except 25,000 in the aggregate and (iii) licenses granted to customers in the ordinary course of business or pursuant to Contracts containing terms and conditions substantially similar to the Purchasers terms and conditions of the Company’s standard customer or their representativesclient agreement; (viif) disclosed any material proprietary confidential information to any Person that is not subject to any confidentiality agreement or obligation; (g) suffered any material losses extraordinary losses, or waived any rights of material value, whether or not in the ordinary course of business; (h) suffered any theft, damage, destruction or suffered casualty loss in excess of $25,000 to its assets not covered by insurance; (i) entered into, amended, accelerated or terminated any Contract disclosed on Schedule 2.9(a), taken any action or entered into any transaction involving more than $100,000 or otherwise outside the loss ordinary course of any material amount of prospective business; (viiii) made or granted any bonus or increase in the compensation or benefits of any employee, officer or Independent Contractor of the Company in contemplation of the Transactions or other similar transactions or (ii) entered into, amended, modified or terminated any Employee Benefit Plan, except pursuant to any applicable Legal Requirement or as contemplated by Section 4.7; (k) made any changes in employee compensation except capital expenditures or commitments therefor (other than in the ordinary course of business and consistent with past practicesin amounts necessary to support ongoing business operations) of more than $100,000 in the aggregate; (ixl) delayed or postponed the repair and maintenance of its properties or the payment of accounts payable, accrued liabilities and other obligations and Liabilities; (m) made capital expenditures loans or commitments therefor that aggregate advances to, guarantees for the benefit of, or any investments in, any Persons in excess of $100,00025,000 in the aggregate; (xn) instituted or settled any claim or lawsuit involving equitable or injunctive relief or the payment by or on behalf of the Company of more than $25,000 in the aggregate; (o) entered into any material transactionAffiliated Contract or distributed any assets or property to any Insiders, whether or not except for compensation paid to Insiders in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xip) made charitable contributions acquired any other business or pledges in excess entity (or any significant portion or division thereof), whether by merger, consolidation or reorganization or by the purchase of $10,000substantially all of its assets or capital stock or other securities; (xiii) suffered changed any material damageTax election or Tax accounting method, destruction (ii) filed any amended Tax Return or casualty lossclaim for refund, whether (iii) consented to any extension or not covered by insurance; waiver of the limitation period applicable to any Tax claim or assessment, (xiiiiv) experienced settled or comprised any material problems with labor Action, controversy or management audit relating to Taxes, or (v) incurred any Liability for Taxes, in connection with each case, that would result in the terms and conditions creation of their employmentany Lien (other than Permitted Liens) on any of the Purchased Assets or that would otherwise have an adverse effect on Buyer; or (xivr) entered into an agreementcommitted or agreed, written in writing or otherwise, to take do any of the foregoing actionsforegoing, except as expressly contemplated by the Transaction Documents.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(z) hereto, since August December 31, 20051999, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(z) hereto, since August December 31, 2005, neither the Company nor any Subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) heretoSince June 30, since August 31, 20052007, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August Since December 31, 20052007, neither the Company nor any Subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting; (xv) issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans; (xvi) taken any steps to seek protection pursuant to any bankruptcy or similar law; or (xivxvii) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(z) hereto, since August 31September 30, 2005, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to participants in clinical trials, customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in business, other than the Commission transactions contemplated by the Transaction Documents; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto4.16 and except as expressly contemplated by this Agreement, since August 31the date of the Last Balance Sheet, 2005, neither the Company nor any Subsidiary hashas not: (ia) issued suffered any stockmaterial adverse change in the Business, bonds assets, including the Purchased Assets, liabilities, properties or prospects of Company or in the financial condition or results of operations of the Company, other than changes occurring in the ordinary course of business consistent with past practice, or suffered any theft, damage, destruction or casualty to any assets, including the Purchased Assets, whether or not covered by insurance or suffered any substantial destruction of its books and records; (b) redeemed or repurchased, directly or indirectly, any shares of capital stock or other corporate equity security or declared, set aside or paid any dividends (except to the extent that distributions from S Corporations are considered as “dividends”) or made any other distributions (whether in cash or in kind) with respect to any shares of its capital stock or other equity security; (c) authorized, issued, sold or transferred any equity securities, any securities convertible, exchangeable or any rightexercisable into shares of its capital stock or other equity securities, or warrants, options or warrants with respect theretoother rights to acquire shares of its capital stock or other of its equity securities; (iid) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) liabilities, except current liabilities incurred in the ordinary course of business consistent with past practice; (e) subjected any portion of its properties or assets, including the Purchased Assets, to any Lien which are comparable in nature and amount will not be discharged as of the Closing; (f) sold, leased, assigned or transferred (including, without limitation, transfers to the current liabilities incurred Shareholders, officers and directors of the Company) any of its tangible assets, including the Purchased Assets, except for sales of inventory in the ordinary course of business during the comparable portion consistent with past practice or in connection with replacement of its prior fiscal yearequipment or as otherwise contemplated by this Agreement, as adjusted or canceled without fair consideration any debts or claims owing to reflect the current nature and volume of the business of the Company and its Subsidiariesor held by it; (iiig) discharged sold, assigned, licensed or satisfied transferred (including, without limitation, transfers to the Shareholders, officers and directors of the Company) any lien proprietary rights owned by, issued to or encumbrance in excess of $100,000 licensed to it or paid disclosed any obligation or liability confidential information (absolute or contingent) in excess of $100,000, other than current liabilities paid pursuant to agreements requiring the recipient of such confidential information to maintain the confidentiality of and preserving all its rights in the ordinary course of businesssuch confidential information); (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (viih) suffered any material extraordinary 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; (viiii) made entered into, amended or terminated any changes in employee compensation except lease, contract, agreement or commitment, or taken any other action or entered into any other transaction other than in the ordinary course of business and consistent with past practicespractice; (ixj) entered into any other material transaction, or materially changed any business practice; (k) made or granted any bonus or any increase in any wage, salary, fee, commission or other compensation or remuneration arrangement to any director, officer, employee or sales representative, group of employees or consultant 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, except as contemplated by this Agreement or required pursuant to the terms of any existing Contract; (l) made any other change in employment terms for any of its directors, officers, and employees; (m) conducted its cash management customs and practices other than in the ordinary course of business consistent with past practice (including, without limitation, with respect to collection of accounts receivable, purchases of inventory and supplies, repairs and maintenance, payment of accounts payable and accrued expenses, levels of capital expenditures and operation of cash management practices generally); (n) made, paid or incurred any capital expenditures or commitments therefor for capital expenditures that aggregate in excess of $100,00025,000; (xo) made, paid or incurred any loans or advances to, or guarantees for the benefit of, any Person; (p) made, paid or incurred charitable contributions, pledges, association fees or dues in excess of $25,000 in the aggregate; (q) entered into into, terminated, or received notice of termination of (i) any material transactionlicense, whether distributorship, dealer, sales representative, joint venture, credit, or not similar agreement, or (ii) any contract, agreement or transaction involving a total remaining commitment by or to the Company of at least $25,000, other than those transactions in the ordinary course of business which has not been disclosed in the Commission Documentsconsistent with past practice; (xir) made charitable contributions amended its articles of incorporation or pledges in excess of $10,000; by-laws (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employmentcomparable governing instrument(s)); or (xivs) entered into an agreementcommitted, written either orally or otherwisein writing, to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) heretoSince September 30, since August 312007, 2005, neither the Company nor any Subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting; (xv) issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans; (xvi) taken any steps to seek protection pursuant to any bankruptcy or similar law; or (xivxvii) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(x) hereto, since August 31September 30, 20052003, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except Other than as set forth disclosed in the Commission Documents or provided on Schedule 2.1(y) heretoReference SEC Reports, since August December 31, 20052010, neither (a) the Company nor any Subsidiary has: and each of its Subsidiaries have conducted, in all material respects, its businesses in the ordinary course, consistent with past practice, (b) there has not been a Material Adverse Effect, and (c) there has not been (i) issued any stockdeclaration, bonds setting aside or payment of any dividend or other corporate distribution (whether in cash, stock or property) with respect to any of the Company’s outstanding securities or any rightrepurchase or redemption by the Company or its Subsidiaries of any such securities, options or warrants with respect thereto; (ii) borrowed any amount change in excess accounting methods, principles or practices by the Company or any of $100,000 its Subsidiaries materially affecting its assets or incurred liabilities, except insofar as may have been required by law or become subject to by a change in applicable GAAP, (iii) any sales, pledges, dispositions, transfers, leases, exclusive licenses, guarantees or encumbrances of any material property or assets of the Company or any of its Subsidiaries outside the ordinary course of business, (iv) any material acquisition (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other liabilities business combination) by the Company or any of its Subsidiaries of any corporation, partnership, other business organization or any division thereof, (v) to the knowledge of the Company, any unauthorized disclosure of any material trade secrets of the Company or any of its Subsidiaries, (vi) any incurrence by the Company or any of its Subsidiaries of indebtedness for borrowed money which, individually or together with all such other indebtedness, exceeds $1,000,000, (vii) grants of any material security interest in excess any material assets of $100,000 the Company or any of its Subsidiaries, (absolute viii) any capital expenditure or contingent) except current liabilities incurred purchase of fixed assets by the Company or any of its Subsidiaries other than in the ordinary course of business which are comparable consistent with past practice or in nature and amount to accordance with the current Company’s capital expenditure budget as approved by the Board, (ix) any change by the Company or any of its Subsidiaries of any material election in respect of taxes, any adoption or change by the Company or any of its Subsidiaries of any material accounting method in respect of taxes or settlement or compromise by the Company or any of its Subsidiaries of any material claim, notice, audit report or assessment in respect of taxes, (x) any pre-payment of any long-term debt or payment, discharge or satisfaction of any claims, liabilities incurred or obligations (absolute, accrued, contingent or otherwise) by the Company or any of its Subsidiaries, except for such payments, discharges or satisfaction of claims as were made or effected in the ordinary course of business during the comparable portion of its prior fiscal yearconsistent with past practice, as adjusted to reflect the current nature and volume (xi) any write-up, write-down or write-off of the business book value of any material assets, or a material amount of any other assets, of the Company and or any of its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared as required by GAAP 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction change in the Board or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any officers of the foregoing actionsCompany.

Absence of Certain Developments. From December 31, 2014 to the date hereof, there has not been any Material Adverse Effect. Except as set forth in on the Commission Documents Developments Schedule or provided on Schedule 2.1(y) heretoexcept as expressly contemplated by this Agreement, since August 31, 2005from the date of the Latest Balance Sheet to the date hereof, neither the Company nor any Subsidiary its Subsidiaries has: (ia) issued mortgaged or pledged any stockmaterial portion of its assets, bonds or other corporate securities or any right, options or warrants with respect theretoexcept Permitted Liens; (iib) borrowed sold, assigned, exchanged, transferred or otherwise disposed of any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable material portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vic) soldissued, assigned sold or transferred any patent rightsof its equity securities, trademarkssecurities convertible into its equity securities or warrants, trade names, copyrights, trade secrets options or other intangible rights to acquire its equity securities, or any bonds or debt securities; (d) acquired or agreed to acquire in any manner (whether by merger or consolidation, the purchase of an equity interest in or a material portion of the assets of or intellectual property rights otherwise) any business or any corporation, partnership, association or other business organization or division thereof or any other Person, or acquired any material assets, other than the acquisition of assets in the ordinary course of business; (e) declared, set aside, or paid any dividend or distribution with respect to its equity securities (other than cash dividends and distributions from a Subsidiary to the Company or another Subsidiary) or repurchased or redeemed any of its equity securities; (f) made any capital expenditures in excess of $100,0002,000,000 in the aggregate or commitments therefor, or disclosed any proprietary confidential information to any person except to customers (i) in the ordinary course of business and (ii) for such capital expenditures or to commitments that are reflected in the Purchasers or their representativescurrent budget; (viig) suffered made any loan to, or entered into any other material losses transaction with, any of its directors, officers or waived their respective Affiliates or Related Persons; (h) entered into, amended or terminated any rights Affiliate Agreement; (i) entered into any employment contract with payments exceeding $150,000 per year, or modified the terms of material value, whether any such existing contract or not agreement; (j) recognized any labor organization for purposes of collective bargaining or entered into any collective bargaining agreement or other agreement with any labor organization; (i) other than in the ordinary course of business, granted or suffered announced any incentive awards (other than equity-based awards), bonus, severance or similar compensation or any increase in the loss salaries, bonuses or other compensation and benefits payable by the Company or any of its Subsidiaries to any of their employees or service providers (other than non-material increases in benefits resulting from routine changes to welfare benefit programs), or (ii) adopted, amended or terminated or materially increased the benefits under any Plans; (l) entered into, amended or terminated any collective bargaining agreement or other contract, agreement or arrangement with a union or works council; (m) commenced or settled any material Proceeding; (n) except as required by GAAP or by applicable Law, materially changed any of its accounting principles or practices or revalued, wrote up, wrote down or wrote off the book value of any material amount of prospective businessasset; (viiio) made or changed any changes in employee compensation except in the ordinary course material Tax election, changed any annual Tax accounting period, adopted or changed any method of business and consistent with past practices; (ix) made capital expenditures Tax accounting, amended any material Tax Return or commitments therefor that aggregate in excess of $100,000; (x) filed any claim for a material Tax refund, entered into any material transactionclosing agreement, whether settled any material Tax claim, audit or not assessment, or surrendered any right to claim a material Tax refund, offset or other reduction in the ordinary course of business which has not been disclosed in the Commission DocumentsTax liability; (xip) made charitable contributions adopted a plan of liquidation, arrangement, dissolution, merger, consolidation, or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employmentother reorganization; or (xivq) entered into an agreement, written or otherwise, committed in writing to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) 4.08 hereto, since August 31September 30, 20052013 (the date of formation of the Parent), neither the Company nor any Subsidiary hasParent has not: (ia) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (iib) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesParent’s business; (iiic) discharged or satisfied any material lien or encumbrance in excess of $100,000 or paid a material amount of any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (ivd) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (ve) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vif) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, which sale, assignment or transfer has had a Material Adverse Effect, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (viig) suffered any material substantial 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; (viiih) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (xj) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xiik) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiil) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivm) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents Recent 34 Act Filings or provided on Schedule 2.1(y2.1(c) hereto, since August 31, 20052007, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives;; ­ (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except for entering into this Agreement and Related Agreements, as set forth applicable, and except as disclosed on Schedule 3.8 hereof, since the Balance Sheet Date: (a) Except for minor variations which do not, either individually or in the Commission Documents or provided aggregate, have a material adverse effect on Schedule 2.1(y) heretoPSO's rights, since August 31, 2005, neither the Company nor any Subsidiary hashas not, whether or not in the ordinary course of business: (i) issued any stock, bonds Capital Stock or other corporate securities equity interest or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject declared, set aside, paid to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared a reserve fund or made any payment or distribution of cash or other property to its stockholders or equity holders with respect to any class of its stock, Capital Stock or other equity interest or purchased or redeemed, or made any agreements so to purchase or redeem, redeemed any shares of its capital stock, in each case in excess Capital Stock or other equity interests; (iii) suffered any substantial loss to any of $50,000 individually or $100,000 its material assets; (iv) made any increases in the aggregatebase compensation, bonuses, paid vacation time allowed or fringe benefits for its directors, officers, partners, employees or consultants, except for normal periodic increases in base compensation for employees made pursuant to established compensation policies; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or other casualty loss, or forfeiture of, any property or assets, whether or not covered by insurance, which has had or may reasonably be expected to have a Material Adverse Effect; (xiiivi) experienced made any capital expenditures, additions or improvements or commitments for the same, except those which do not exceed $500,000 in the aggregate; (vii) entered into any contract, commitment or agreement under which it has outstanding Indebtedness for borrowed money or for the deferred purchase price of property in excess of $500,000, or has the right or obligation to incur any such indebtedness or obligation, or made any loan or advance to any Person other than advances to employees for business expenses not exceeding $20,000 in the aggregate; (viii) paid any bonuses, deferred or otherwise, or deferred any compensation to any of its directors, officers, partners or employees except as reflected in the Financial Statements; (ix) made any material problems with labor change in accounting procedures, policies or management practices; (x) mortgaged or pledged any of its properties or assets, tangible or intangible, or subjected them to any Lien, except Liens for current property taxes not yet due and payable and Liens on personal property created in connection with equipment leases, installment purchase contracts, conditional sales contracts, purchase money mortgages and the terms and conditions like to secure Indebtedness incurred to acquire property not exceeding $500,000 in the aggregate; (xi) entered into any agreement or arrangement granting any rights to purchase or lease any of their employmentits assets, properties or rights or requiring the consent of any Person to the transfer, assignment or lease of any such assets, properties or rights; or (xivxii) entered into an agreement, written any agreement or otherwise, understanding to take do any of the foregoing actionsforegoing. (b) Other than in the ordinary course of business consistent with past practice, the Company has not: (i) sold, leased, subleased, assigned or transferred any of its tangible or intangible properties or assets, or canceled, waived or compromised any debts or claims; (ii) entered into any other material transaction, or any amendment of any contract, lease, agreement or license which is material to its business; or (iii) entered into any agreement or understanding to do any of the foregoing.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto3.11, since August July 31, 20051998, there has not been any Material Adverse Change, or any other development specific to the Companies (i.e., developments other than changes in the economy) which could reasonably be expected to result in a prospective Material Adverse Change. Except as set forth in Schedule 3.11, since July 31, 1998, the Seller and Darobin have conducted the Transferred Businesses in the ordinary and usual course consistent with past practices and neither the Company nor any Subsidiary has: has (i) issued sold, leased, transferred or otherwise disposed of any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject the assets of the Transferred Businesses to any Person, including, without limitation, any shareholder any of the Companies (other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred than dispositions in the ordinary course of business consistent with past practices), (ii) breached, terminated or amended in any material respect any contract or lease to which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume any of the business of the Company and its Subsidiaries; Companies is a party or to which it is bound or to which their respective properties are subject, (iii) discharged suffered any material loss, damage or satisfied destruction to their respective properties whether or not covered by insurance, (iv) made any lien change in the accounting methods or encumbrance in excess of $100,000 practices it follows, whether for general financial or paid tax purposes, (v) incurred any obligation or liability (absolute or contingent) in excess of $100,000, liabilities other than current liabilities paid in the ordinary course of business; , (ivvi) incurred, created or suffered to exist any Encumbrances on the Transferred Assets or the Darobin Shares, (vii) made any plan, agreement or arrangement granting any preferential rights to purchase or acquire any of the Transferred Assets or the Darobin Shares or requiring consent of any party to the transfer of the Transferred Assets or the Darobin Shares or assignment of the accounts to be assumed by the Purchaser (as detailed on Schedule 3.19), (viii) breached or violated any law, statute, rule or regulation applicable to any of the Companies or the Transferred Businesses in any material respect, (ix) declared or made paid any payment dividend or distribution of cash or other property to stockholders with respect to on its capital stock, or purchased repurchased or redeemedotherwise acquired any shares of its capital stock or any option, warrant, right, call or made commitment relating to its capital stock or any agreements so to purchase outstanding securities or redeem, obligations convertible into or exchangeable for any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (vx) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; , increased the compensation payable or to become payable to any of its officers or employees or increased any bonus, severance, accrued vacation, insurance, pension or other employee benefit plan, payment or arrangement made by it for or with any such officers or employees, (ixxi) suffered any labor dispute, strike or other work stoppage, (xii) made or obligated itself to make any capital expenditures or commitments therefor that aggregate in excess of $100,000; 10,000 individually or in the aggregate, (xxiii) entered into any material transactioncontract or other agreement requiring it to make payments in excess of $10,000 per annum, whether individually or not in the aggregate, other than in the ordinary course of business which consistent with past practices, (xv) amended its respective Certificate of Incorporation, by-laws or Trust Agreement, as applicable, or taken any action in contemplation of any such amendment or in contemplation of such entity's liquidation or dissolution and, to the Selling Parties' best knowledge, no such action has not been disclosed in taken by the Commission Documents; shareholders, directors, officers or trustees of such entities, (xixv) made charitable contributions declared, set aside for payment or pledges in excess paid any dividend or distribution on any shares of $10,000; the capital stock of Victory or Darobin or for the beneficiaries of the Trust, (xiixvi) suffered repurchased or otherwise acquired any material damageshares of the capital stock of Victory or Darobin or any option, destruction warrant, right, call or casualty losscommitment relating to the capital stock of Victory or Darobin or any outstanding securities or obligations convertible into or exchangeable for, whether or not covered by insurance; (xiii) experienced giving any material problems with labor Person any right to subscribe for or management in connection with the terms and conditions of their employment; or acquire from it, any such shares or (xiv) entered into an agreement, written or otherwise, any agreement to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except There has not been any material adverse change in the financial position or results of operation of the Company and the Subsidiaries since the date of the Latest Balance Sheet; except, however, for changes (i) in the furniture industry in general, (ii) in the economy in general, or (iii) as a result of the seasonality of the business of the Company and the Subsidiaries, or any of them. In addition, except as expressly contemplated by this Agreement or as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto3.5, since August 31the date of the Latest Balance Sheet, 2005, neither there has not occurred any of the Company nor any Subsidiary hasfollowing events without the prior written consent of Buyer: (ia) issued the issuance of any stocknotes, bonds or other corporate debt securities or any right, options or warrants with respect theretoequity securities; (iib) borrowed the borrowing of any amount in excess of $100,000 money or incurred the incurring of or become becoming subject to any other liabilities in excess of $100,000 liabilities, except (absolute or contingenti) except current liabilities incurred in the ordinary course of business which are comparable in nature business, and amount to the current (ii) liabilities incurred under contracts entered into in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiariesbusiness; (iiic) discharged the discharge or satisfied satisfaction of any lien or encumbrance in excess or the payment of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000liability, other than current liabilities paid in the ordinary course of business; (ivd) declared the mortgage or made pledge of any payment properties or distribution assets or the subjection of cash any property or asset to any lien, security interest, charge or other encumbrance, except liens for current property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregatetaxes not yet due and payable; (ve) sold, assigned or transferred any other tangible assets, or canceled the cancellation of any debts or claims, in each case in excess of $100,000, claims except in the ordinary course of business; (vif) soldthe sale, assigned assignment or transferred transfer of (i) any patent rightstangible assets, other than the sale of inventory in the ordinary course of business, or (ii) any trademarks, service marks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representativesassets; (viig) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,0002.5 million per calendar quarter; (xh) entered into any loan or bonus payment to an officer, director, shareholder or affiliate of the Company or any of the Subsidiaries; (i) the adoption or entering into, or the amendment, modification or termination of, any collective bargaining agreement, Employee Benefit Plan, or Employee Benefit Arrangement (as such terms are defined in Section 3.25 hereof), or the granting of any increase in compensation or the making of any other material transactionchange in employment terms for any of its directors, whether officers or not in employees outside of the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xij) made charitable contributions any loans or pledges advances to, or guarantees for the benefit of, any persons in excess of $10,000150,000 in the aggregate, other than endorsements of negotiable instruments made for collection; (xiik) suffered any material charitable contributions or pledges; (l) any theft, damage, destruction or casualty lossloss exceeding in the aggregate $500,000, whether or not covered by insurance; (xiiim) experienced any material problems with labor or management in connection with conduct of the terms business of the Company and conditions the Subsidiaries outside the ordinary course of their employment; orbusiness; (xivn) entered into an agreement, written any new elections or otherwise, change in any current election with respect to take Taxes (as defined in Section 3.22 hereof) affecting the Company or the Subsidiaries; and (o) any commitment on the part of the Company and the Subsidiaries to any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto4.08 of the Parent Disclosure Schedule, since August December 31, 20052016, neither the Company nor any Subsidiary hasParent has not: (ia) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (iib) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesParent’s business; (iiic) discharged or satisfied any material lien or encumbrance in excess of $100,000 or paid a material amount of any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (ivd) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (ve) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vif) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, which sale, assignment or transfer has had a Material Adverse Effect, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (viig) suffered any material substantial 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; (viiih) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (xj) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xik) made charitable contributions or pledges in excess of $10,00025,000; (xiil) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiim) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivn) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except Since December 31, 2006 Target has conducted its business only in the ordinary course consistent with past practice and, except as otherwise set forth in Section 3.9 of the Commission Documents or provided on Schedule 2.1(y) heretoTarget Disclosure Schedule, since August 31, 2005, neither the Company nor any Subsidiary hasthere has not been: (ia) issued any stockmaterial change in the financial condition, bonds properties, assets, liabilities, business or other corporate securities or any right, options or warrants with respect theretooperations of Target; (iib) borrowed any amount material contingent liability incurred by Target as guarantor or otherwise with respect to the obligations of others or any cancellation of any material debt or claim owing to, or waiver of any material right of, Target. (c) any material mortgage, encumbrance or lien placed on any of the properties of Target which remains in excess existence on the date hereof or will remain on the Closing Date; (d) any material obligation or liability of $100,000 any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, incurred or become subject to any by Target other liabilities in excess of $100,000 (absolute or contingent) except current than obligations and liabilities incurred in the ordinary course of business which are comparable in nature and amount to not prohibited by the current liabilities incurred in the ordinary course terms of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiariesthis Agreement; (iiie) discharged any purchase, sale or satisfied other disposition, or any lien agreement or encumbrance in excess other arrangement for the purchase, sale or other disposition, of $100,000 any of the material properties or paid any obligation or liability (absolute or contingent) in excess assets of $100,000, Target other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representativesas contemplated by this Agreement; (viif) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty lossloss of Target properties or assets, whether or not covered by insurance; (xiiig) experienced any declaration, setting aside or payment of any dividend by Target or the making of any other distribution in respect of the capital stock of Target or any direct or indirect redemption, purchase or other acquisition by Target of its own capital stock; (h) any material problems labor trouble or material claim of unfair labor practices involving Target; any material change in the compensation payable or to become payable by Target to any of its officers or employees other than normal merit increases in accordance with labor its usual practices, or management any bonus payment or arrangement made to or with any of such officers or employees; (i) any material change with respect to the officers of Target; (j) any payment or discharge of a material lien or liability of Target which was not shown on the Most Recent Balance Sheet or incurred in connection with the terms ordinary course of business thereafter; (k) any obligation or liability incurred by Target to any of its officers, directors, shareholders or employees, including any material increases in compensation, or any loans or advances made by Target to any of its officers, directors, shareholders or employees, except normal compensation and conditions expense allowances payable to directors, officers or employees; (l) any change in accounting methods or practices of their employmentTarget; (m) any other material transaction entered into by Target other than transactions in the ordinary course of business; or (xivn) entered into an agreement, written any agreement or understanding whether in writing or otherwise, for Target to take any of the foregoing actionsactions specified in paragraphs (a) through (m) above.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August Since December 31, 20052012, neither the Company nor any Subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the Company’s stock incentive plans or the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting; (xv) issued any equity securities to any officer, director or affiliate, except pursuant to existing Company stock incentive plans; (xvi) taken any steps to seek protection pursuant to any bankruptcy or similar law; or (xivxvii) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto5.7 and except as expressly contemplated by this Agreement, since August December 31, 20052008, neither Seller and its Affiliates have conducted its business with respect to the Company nor any Subsidiary hasPurchased Assets only in the Ordinary Course of Business and Seller and its Affiliates, to the extent relating to the Purchased Assets, have not: (ia) issued suffered a Material Adverse Effect or suffered any stocktheft, bonds damage, destruction or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount casualty loss in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount aggregate to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty lossPurchased Assets, whether or not covered by insurance; (xiiib) experienced borrowed any amount or incurred or become subject to any Liabilities, except Liabilities incurred in the Ordinary Course of Business; (c) subjected any portion of its properties or assets to any Lien (other than Permitted Liens); (d) sold, leased, licensed, assigned or transferred (including transfers to any Insider) any of its tangible or intangible assets (including Proprietary Rights) (except for sales of inventory or non- exclusive licenses of software in the Ordinary Course of Business to unaffiliated third Persons on an arm’s length basis), or disclosed any confidential information (other than pursuant to agreements requiring the person to whom the disclosure was made to maintain the confidentiality of and preserving all of its rights in such confidential information); (e) waived, canceled, compromised or released any rights or claims of material problems value whether or not in the Ordinary Course of Business; (f) entered into, amended, modified or terminated any Material Contract or entered into any other material transaction or materially changed any business practice; (g) made any other change in employment terms for any of its directors, officers or employees outside the Ordinary Course of Business or entered into any transaction with labor any Insider; (h) failed to sell Products on terms and conditions, or management to collect or invoice on a timely basis accounts receivables related to deferred revenue cash collections on historical terms, in connection each case in the Ordinary Course of Business; (i) made any loans or advances to, or guarantees for the benefit of, any Persons (other than advances to employees for travel and business expenses incurred in the Ordinary Course of Business which do not exceed $10,000 in the aggregate); (j) instituted or settled any claim or lawsuit for an amount involving in excess of $10,000 in the aggregate or involving equitable or injunctive relief; (k) granted any performance guarantee to its customers or suppliers other than in the Ordinary Course of Business and consistent with the terms policies and conditions practices disclosed to Buyer; (l) acquired any other business or Person (or any significant portion or division thereof), whether by merger, consolidation or reorganization or by purchase of their employmentits assets or stock or acquired any other material assets; or (xivm) entered into an agreement, written committed or otherwise, agreed to take any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) 5.23 hereto, since August 31September 30, 2005, 2008 neither the Company ActiveCare nor any Subsidiary has: (ia) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (iib) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) Liabilities except current liabilities Liabilities incurred in the ordinary course of business which that are comparable in nature and amount to the current liabilities Liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesActiveCare’s or such Subsidiary’s business; (iiic) discharged or satisfied any lien or encumbrance in excess of $100,000 Lien or paid any obligation or liability (absolute or contingent) in excess of $100,000Liability, other than current liabilities Liabilities paid in the ordinary course of business; (ivd) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (ve) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vif) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (viig) suffered any material substantial 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 businessbusiness from an existing customer; (viiih) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000; (xj) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material transactioncontract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one year, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xik) made charitable contributions or pledges in excess of $10,000; (xiil) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiim) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivn) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(z) hereto, since August 31June 30, 20052010, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August December 31, 20052015, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 50,000 or incurred or become subject to any other liabilities in excess of $100,000 50,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 50,000 or paid any obligation or liability (absolute or contingent) in excess of $100,00050,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 25,000 individually or $100,000 50,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,00050,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,00050,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or pursuant to the Purchasers or their representativesnondisclosure agreements; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,0005,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto), since August December 31, 20052009, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance Encumbrances in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case stock in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person Person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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, which individually or in the aggregate would have a Material Adverse Effect; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,0005,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y3.1(y) hereto, since August January 31, 2005, 1999 neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents SEC Reports or provided on Schedule 2.1(y) 3.24 hereto, since August December 31, 20052006, neither the business and operations of the Company nor any and each Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred have been conducted in the ordinary course consistent with past practice, and there has not been: (a) any declaration, setting aside or payment of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume any dividend or other distribution of the business assets of the Company and its Subsidiariesor any Subsidiary with respect to any shares of capital stock of the Company or any Subsidiary or any repurchase, redemption or other acquisition by the Company or any Subsidiary of any outstanding shares of the Company’s or any Subsidiary’s capital stock; (iiib) discharged any damage, destruction or satisfied any lien loss, whether or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000not covered by insurance, other than current liabilities paid in the ordinary course of businessexcept for such occurrences, individually and collectively, that have not had, and would not reasonably be expected to have, a Material Adverse Effect; (ivc) declared any waiver by the Company or made any payment Subsidiary of a valuable right or distribution of cash a material debt owed to it; (d) any material change or other property to stockholders with respect to its stockamendment to, or purchased any waiver of any material right under any Contractual Obligation by which the Company or redeemedany Subsidiary or any of the Company’s or any Subsidiary’s assets or properties is bound or subject; (e) any change by the Company in its accounting principles, methods or made practices or in the manner in which it keeps its accounting books and records, except any agreements so to purchase such change required by a change in GAAP or redeemby the Commission; (f) any sale, transfer or disposition of any shares of its capital stocktangible or intangible asset, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold250,000, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except than in the ordinary course of business;; or (vig) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee executive officer compensation except in the ordinary course of business and consistent with past practices;; or (ixh) made any capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August Since December 31, 20051995 (or June 30, neither 1996, with respect to subsections (j), (k) or (p) of this Section 4.09), the Company nor any Subsidiary hasSeller has not, with respect to Xxxxxxx: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (iia) borrowed any amount in excess of $100,000 or issued any debt securities or incurred or become subject to any other liabilities in excess of $100,000 liability or obligation except (absolute i) normal trade or contingent) except current business obligations or liabilities incurred in the ordinary course of business the performance of which are comparable will not, individually or in nature the aggregate, have a material adverse effect on the financial condition or the results of operations of Xxxxxxx; and amount (ii) liabilities or obligations under Contracts entered into in the ordinary course of business the performance of which will not individually or in the aggregate have a material adverse effect on the financial condition or the results of operations of Xxxxxxx; (b) subjected any of the Assets to the current liabilities any Lien except (i) Liens for taxes not yet due and payable, (ii) Liens imposed by law and incurred in the ordinary course of business during for obligations not yet due to carriers, warehousemen, laborers, materialmen and the comparable portion like or (iii) Liens in respect of its prior fiscal yearpledges or deposits under workers' compensation laws (the Liens referred to in the foregoing clauses (i), (ii) and (iii) being hereinafter referred to as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries"Permitted Liens"); (iiic) discharged or satisfied any lien or encumbrance in excess of $100,000 Lien or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (vd) sold, assigned assigned, licensed or otherwise transferred (including, without limitation, transfers to any other employees, affiliates or shareholders) any tangible assets, assets of its business or canceled any debts or claims, in each case in excess of $100,000case, except in the ordinary course of business; (vie) sold, assigned assigned, licensed or otherwise transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material losses or waived any rights of material valueXxxxxxx Technology, whether or not except in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiif) made disclosed to any changes person, other than under non-disclosure agreements identified in employee compensation except in Schedule 4.09(f) of the ordinary course Disclosure Schedule attached hereto, any proprietary confidential information of its business and consistent with past practicesor otherwise related to the Assets; (ixg) made capital expenditures waived any debts owing to it or commitments therefor that aggregate any other rights of material value or suffered any extraordinary losses or adverse changes in excess of $100,000; (x) entered into any material transactioncollection loss experience, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsor consistent with past practice; (xih) made charitable contributions taken any other action or pledges entered into any other transaction other than in excess the ordinary course of $10,000business and in accordance with past custom and practice; (xiii) suffered any material theft, damage, destruction or casualty lossloss of or to any property or properties owned or used by it in connection with its business, whether or not covered by insurance; (xiiij) experienced made any material problems change in the compensation arrangement or agreement with any employee (other than the adoption of retention bonus plan shown on Schedule J) or made or granted any increase in any employee benefit plan, or amended or terminated any existing employee benefit plan, or adopted any new employee benefit plan or made any commitment or incurred any liability to any labor organization; (k) terminated the employment of any key employee or management received any notice of any impending resignation by any such person; (l) made any loans or advances to, or guarantees for the benefit of, any person; (m) made any modification, waiver, change, amendment, release, rescission, accord and satisfaction or termination of, or with respect to, any term, condition or provision of any Contract, other than in connection accordance with the terms thereof or in the usual and conditions ordinary course of their employmentbusiness and consistent with prior practice; (n) suffered any labor disputes or disturbances including, without limitations, the filing of any petition or charge of unfair labor practices with the National Labor Relations Board; (o) suffered any material adverse change in its business, operations, properties, assets or condition, or its relationships with its suppliers, customers or employees; (p) entered into or modified any compensation agreement or arrangement with any consultants; (q) disposed of, abandoned or disclosed any Xxxxxxx Technology; or (xivr) entered into an any contract, agreement, written understanding or otherwise, other commitment to take do or undertake to do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth Since the Balance Sheet Date, there has been no change in the Commission Documents Company or provided on Schedule 2.1(y) heretoany Subsidiary which change has had or, since August 31with the passage of time, 2005is reasonably likely to have, a Material Adverse Effect and, except for actions specifically described in or contemplated by this Agreement, including the Exhibits thereto and any documents delivered at Closing pursuant to this Agreement, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (iia) borrowed any amount in excess of $100,000 (including advances on existing credit facilities) or incurred or become subject to any other liabilities liability in excess of $100,000 500,000 individually, or $1,000,000 in the aggregate, except (absolute or contingenti) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current (ii) liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid under contracts entered into in the ordinary course of business; (ivb) declared hypothecated, mortgaged, pledged or made subjected to 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 redeemLien, any shares of its capital stock, in each case assets with a fair market value in excess of $50,000 individually 500,000 individually, or $100,000 1,000,000 in the aggregate, except (i) Liens for current property taxes not yet due and payable, (ii) Liens imposed by law and incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers, materialmen and the like, (iii) Liens in respect of pledges or deposits under workers’ compensation laws or (iv) Liens set forth in Section 3.8 of the Disclosure Schedule (collectively, the “Permitted Liens”); (vc) sold, assigned or transferred (including transfers to any other employees, affiliates or stockholders) any tangible assetsassets of its business with a value in excess of $100,000, except sales of inventory in the ordinary course of business, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vid) sold, assigned assigned, transferred or transferred granted (including transfers to any patent rightsemployees, affiliates or stockholders) any licenses, patents, trademarks, trade names, domain names, copyrights, trade secrets or other intangible assets or intellectual property rights assets, other than licenses granted on a non-exclusive basis in excess conjunction with the sale of $100,000, or disclosed any proprietary confidential information to any person except to customers product in the ordinary course of business or to the Purchasers or their representativesbusiness; (viie) suffered disclosed, to any material losses Person other than Parent and authorized representatives of Parent, any proprietary confidential information, other than pursuant to a confidentiality agreement limiting the use or further disclosure of such information, which agreement is in full force and effect on the date hereof; (f) waived any rights of material valuevalue or suffered any extraordinary losses or material adverse changes in collection loss experience, whether or not in the ordinary course of business or consistent with past practice; (g) issued, sold or transferred any of its equity securities, securities convertible into or exchangeable for its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or debt securities other than pursuant to instruments listed in Section 3.3 of the Disclosure Schedule; (h) taken any other action or entered into any other transaction other than in the ordinary course of business, or suffered entered into any transaction with any Insider (as defined in Section 3.21 hereof) other than employment arrangements otherwise disclosed in this Agreement and the loss of any material amount of prospective businessDisclosure Schedule, or the transactions contemplated by this Agreement; (viiii) made suffered any changes in material theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance; (j) entered into or modified any employment, severance or similar agreements or arrangements with, or granted any bonuses, salary or benefits increases, severance or termination pay to, any employee compensation except other than in the ordinary course of business and consistent with past practicespractice, or to any officer or consultant; (ixk) adopted or amended any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, trust, fund or group arrangement for the benefit or welfare of any employees, officer, director or affiliate; (l) made any capital expenditures expenditure or commitments commitment therefor that aggregate in excess of $100,000100,000 individually, or $500,000 in the aggregate; (xm) entered into made any loans or advances to, or guarantees for the benefit of, any Affiliates; (n) made any material transactionloans or advances to, whether or not guarantees for the benefit of, any Persons, other than in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness, consistent with past practice; (xio) made charitable contributions acquired (by merger, exchange, consolidation, acquisition of stock or pledges in excess of $10,000assets or otherwise) any corporation, partnership, limited liability company, joint venture or other business organization or division or material assets thereof; (xiip) suffered made any material damage, destruction charitable pledges the amount remaining to be paid of which individually or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employmentaggregate exceeds $100,000; or (xivq) entered into an agreementmade any change in any Tax or financial accounting methods, written principles, practices, periods or otherwise, to take any elections from those utilized in the preparation of the foregoing actionsmost recently filed Tax Returns (as defined in Section 3.12(l)) or in the Annual Financial Statements, except as required by GAAP, the statutory accounting principles and practices prescribed or permitted by the domiciliary state of the relevant Person, or applicable Tax law.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August Since March 31, 20052007, neither the Company nor any Subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting; (xv) issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans; (xvi) taken any steps to seek protection pursuant to any bankruptcy or similar law; or (xivxvii) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(z) hereto, since August December 31, 20052006, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect theretothereto other than under the Company's stock option plans; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany's or such Subsidiary's business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person Person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would cause a Material Adverse Effect; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August December 31, 20052004, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; 500,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.01(aa) hereto, since August 31September 30, 2005, 2009 neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which that are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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 businessbusiness from an existing customer; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material transactioncontract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one year, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(x) hereto, since August December 31, 20052007, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August December 31, 20052004, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(z) hereto, since August December 31, 2005, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect theretothereto other than under the Company's stock option plans; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany's or such Subsidiary's business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person Person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor therefore that aggregate in excess of $100,00025,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would cause a Material Adverse Effect; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(z) hereto, since August December 31, 20052004, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 150,000 or incurred or become subject to any other liabilities in excess of $100,000 150,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 150,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000150,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000150,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; 150,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(z) hereto, since August December 31, 20052003, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August Since March 31, 20052008, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto3.27 or as otherwise contemplated by this Agreement, since August 31, 2005, neither the date of the Company nor any Subsidiary Latest Balance Sheet, no Company has: (ia) issued incurred any stock, bonds Indebtedness or other corporate securities or agreed to incur any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 Indebtedness or incurred or become subject to any other liabilities material Liabilities, except current Liabilities incurred in the Ordinary Course of Business, and Liabilities under Contracts entered into in the Ordinary Course of Business; (b) discharged or satisfied, or agreed to discharge or satisfy, any material Lien or paid any material Liability, other than current Liabilities paid in the Ordinary Course of Business; (c) subjected to any Lien any portion of its Assets, except for Permitted Liens; (d) sold, assigned or transferred any of its Assets, or agreed to do so, except in the Ordinary Course of Business, or canceled without fair consideration any material debts or claims owing to or held by it; (e) sold, assigned, licensed, transferred, abandoned or permitted to lapse any material Intellectual Property or disclosed any material proprietary confidential information to any Person; (f) made or granted, or agreed to make or grant, any bonus or any wage or salary increase to any employee or group of employees or made or granted any increase in any Benefit Plan or arrangement, or amended or terminated, or agreed to terminate or amend, any existing Benefit Plan or arrangement or adopted any new Benefit Plan or arrangement; (g) sold, leased, transferred or otherwise disposed of capital assets, real, personal, or mixed, which have an aggregate book value in excess of $100,000 (absolute 10,000, mortgaged or contingent) except current liabilities incurred in the ordinary course of business encumbered any properties or assets, whether real or personal, which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance have an aggregate book value in excess of $100,000 10,000, or paid made or agreed to make any obligation capital expenditures or liability (absolute or contingent) capital commitments that aggregate in excess of $100,00010,000, other than current liabilities paid equipment replacements made in the ordinary course of business. (h) made, or agreed to make, any loans or advances to, or guarantees for the benefit of, any Persons; (ivi) declared suffered any extraordinary losses or made waived any payment or distribution rights of cash or other property to stockholders material value with respect to its stockAssets or its Liabilities, whether or not in the Ordinary Course of Business or consistent with past practice; (j) entered into, or purchased agreed to enter into, any other transaction other than any transactions in the Ordinary Course of Business that do not involve the payment by any Company of more than $10,000; (k) suffered any damage, destruction or redeemedcasualty loss to its Assets, whether or not covered by insurance, other than normal wear and tear; (l) made any material purchase commitment of services or goods which were in excess of the then current market price therefore or made any agreements so purchase commitment of services or goods upon terms and conditions materially more onerous than those usual and customary in the industry; (m) made, or agreed to purchase make, any declaration or redeempayment to its shareholders of any dividend or other distribution in respect of its stock; (n) issued or sold or caused to be issued or sold, any shares of its capital stock, in each case in excess or any securities or equity interests convertible into or exchangeable for any such shares of $50,000 individually its capital stock, or $100,000 in the aggregaterepurchased, redeemed or otherwise acquired any outstanding shares of its capital stock or other equity interests of any Company, or agreed to take any such action; (vo) soldmade any change in any method of accounting or accounting policies (for book or Tax purposes), assigned or transferred any other tangible assets, or canceled any debts or claims, than those required by GAAP which have been disclosed in each case in excess of $100,000, except in writing to the ordinary course of businessPurchaser; (vip) soldmade or changed any election, assigned changed an annual accounting period, adopted or transferred changed any patent rightsaccounting method, trademarksfiled any amended Tax Return, trade namesentered into any closing agreement, copyrightssettled any Tax claim or assessment relating to any Company, trade secrets surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to such Company, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other intangible assets action would have the effect of increasing the Tax Liability of any Company for any period ending after the Closing Date or intellectual property rights in excess decreasing any Tax attribute of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representativesCompany; (viiq) suffered any material losses delayed or waived any rights postponed the payment of material value, whether accounts payable or not in other Liabilities outside of the ordinary course Ordinary Course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employmentBusiness; or (xivr) entered into an agreement, written changed or otherwise, to take authorized any of the foregoing actionschange in its Charter Documents.

Absence of Certain Developments. Except as set forth on Schedule 3.08 or as expressly contemplated by this Agreement, since the Latest Balance Sheet Date: (i) the Business has been carried on in the Commission Documents or provided on Schedule 2.1(yOrdinary Course of Business; and (ii) hereto, since August 31, 2005, neither the Company nor any Subsidiary hasthere has not been any: (ia) issued any stockevent or circumstance, bonds individually or other corporate securities in the aggregate, that has had or any right, options or warrants with respect theretocould reasonably be expected to have a Material Adverse Effect; (iib) borrowed sale, transfer or other disposition of any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of Company’s assets or interest therein reflected on the business most recent balance sheet of the Company and its Subsidiariescontained in the Financial Statements, except for sales, transfers or other dispositions of assets in the Ordinary Course of Business; (iiic) discharged entry into, amendment, cancellation, or satisfied termination of any lien Material Contract of the Company or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000the Business, other than current liabilities paid in the ordinary course Ordinary Course of businessBusiness, or any material breach of any Material Contract or Permit; (ivd) declared or made any payment or distribution of cash sale, transfer or other property to stockholders with respect to its stockdisposition of any Intellectual Property Rights of the Company, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 other than in the aggregateOrdinary Course of Business; (ve) sold, assigned failure to pay or transferred satisfy when due any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in material Liabilities relating to the ordinary course of businessBusiness; (vif) soldmaterial casualty, assigned damage or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000loss to, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material losses or waived any rights of material valueinterruption in use of, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; asset or property constituting a Purchased Asset (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance), on account of fire, flood, riot, strike or other hazard or act of God; (xiiig) experienced imposition of any Encumbrance upon any of the Purchased Assets, other than Permitted Liens; (h) abandonment, invalidation or lapse of any material problems with labor Intellectual Property Rights of the Company included in the Purchased Assets; (i) material change in the Company’s cash management policies or management practices or the Company’s accounting methods, principles or practices, except as required by a change in connection with GAAP or applicable Law; (j) cancellation of any debts or claims or termination or waiver of any material rights included in the terms Purchased Assets; (k) settlement or compromise, or agreement to settle or compromise, any claim or proceeding, other than settlements and conditions compromises involving solely money damages not in excess of their employment$100,000; or (xivl) entered into entry into, or modification of, any Contract outside of the Ordinary Course of Business that would constitute an agreementAssigned Contract; (m) adoption of any plan of merger, written consolidation, reorganization, liquidation or otherwise, dissolution or filing of any petition in bankruptcy under any provisions of federal or state bankruptcy Law; (n) any Contract to take do any of the foregoing actionsforegoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since Since August 31, 20052009, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August December 31, 20052006, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto3.9 and except as expressly contemplated by this Agreement, since August December 31, 20052006, neither the Company nor any Subsidiary hashas conducted its business only in the ordinary course of business consistent with past practice and the Company has not: (ia) issued suffered any stocktheft, damage, destruction or casualty loss in excess of $10,000 in the aggregate to its assets, whether or not covered by insurance; (b) redeemed or repurchased, directly or indirectly, any shares of capital stock or other equity security or declared, set aside or paid any dividends or made any other distributions (whether in cash or in kind) with respect to any shares of its capital stock or other equity security; (c) issued, sold or transferred any notes, bonds or other corporate securities or any right, options or warrants with respect theretodebt securities; (iid) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess Indebtedness; (e) sold, leased, assigned or transferred (including, without limitation, transfers to any Insider) any of $100,000 its tangible or intangible assets (absolute or contingent) except current liabilities incurred for sales of inventory in the ordinary course of business which are comparable in nature and amount consistent with past practice to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000unaffiliated third Persons on an arm’s length basis), or disclosed any proprietary confidential information (other than pursuant to any agreements requiring the person except to customers whom the disclosure was made to maintain the confidentiality of and preserving all rights of the Company in the ordinary course of business or to the Purchasers or their representativessuch confidential information); (viif) suffered any material losses except as contemplated hereby, waived, canceled, compromised or waived released any rights or claims of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiig) except as contemplated hereby, terminated any material Contract or entered into any other material transaction or materially changed any business practice; (h) made any changes other change in employee compensation employment terms for any of its directors, officers, or employees outside the ordinary course of business or entered into any transaction with any Insider that would be required to be disclosed under Item 404 of the Securities and Exchange Commission Regulation S-K if the Company were subject to such reporting requirements; (i) made any material change in its accounting principles, policies and practices, except for any such change required by reason of a concurrent change in GAAP; (j) made any capital expenditures that aggregate in excess of $10,000; (k) made any loans or advances to, or guarantees for the benefit of, any Persons (other than advances to employees for travel and business expenses incurred in the ordinary course of business consistent with past practice; (l) except as contemplated hereby, changed or authorized any change in its certificate of incorporation, bylaws or other governing or organizational documents; (m) instituted or settled any claim or lawsuit for an amount involving in excess of $10,000 in the aggregate or involving equitable or injunctive relief; (n) granted any performance guarantee or product warranty to its customers other than in the ordinary course of business and consistent with past practicesthe policies and practices disclosed to Buyer; (ixo) made capital expenditures acquired any other business or commitments therefor that aggregate in excess of $100,000; Person (x) entered into or any material transactionsignificant portion or division thereof), whether by merger, consolidation or not in the ordinary course reorganization or by purchase of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions its assets or pledges in excess of $10,000; (xii) suffered stock or acquired any other material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employmentassets; or (xivp) entered into an agreement, written committed or otherwise, agreed to take any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto3.17 of the Company Disclosure Schedule, since August December 31, 20052016, neither the Company nor any Subsidiary hashas not: (ia) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (iib) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany’s business; (iiic) discharged or satisfied any material lien or encumbrance in excess of $100,000 or paid a material amount of any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (ivd) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (ve) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vif) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, which sale, assignment or transfer has had a Material Adverse Effect, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Parent or their its representatives; (viig) suffered any material substantial 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; (viiih) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (xj) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xik) made charitable contributions or pledges in excess of $10,00025,000; (xiil) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiim) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) or entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August Since December 31, 2005, neither 2002 and except as disclosed in Section 3.28 of the Company nor any Subsidiary hasDisclosure Schedule, the Company has not: (ia) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (iib) borrowed any amount in excess amount, obtained any letters of $100,000 credit or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred 25,000 in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiariesaggregate; (iiic) discharged or satisfied any lien or encumbrance in excess of $100,000 Encumbrance or paid any obligation or liability (absolute or contingent) in excess of $100,000liability, other than current liabilities paid in the ordinary course Ordinary Course of businessBusiness and other than current federal income Tax liabilities; (ivd) 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, redeemed any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (ve) mortgaged or pledged any of its Assets or Properties, or subjected them to any lien, charge or any other Encumbrance, except liens for current property Taxes not yet due and payable; (f) sold, leased, subleased, assigned or transferred any other tangible assets, of its Assets or canceled any debts or claims, in each case in excess of $100,000Properties, except in the ordinary course Ordinary Course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000Business, or disclosed cancelled any proprietary confidential information to any person except to customers in the ordinary course of business debts or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges claims in excess of $10,000; (xiig) made any changes in any employee compensation, severance or termination agreement, commitment or transaction other than routine salary increases consistent with past practice or offered employment to any individuals; (h) entered into any material transaction, or modified any existing transaction (the aggregate consideration for which is in excess of $25,000) except in the Ordinary Course of Business; (i) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiij) experienced made any capital expenditures, additions or improvements or commitments for the same, except those made in the Ordinary Course of Business which in the aggregate do not exceed $25,000; (k) entered into any material problems with labor transaction or management operated the Company's business, not in connection with the terms Ordinary Course of Business; (l) except as required or recommended by the Parent's auditor, made any material change in its accounting methods or practices or ceased making accruals for taxes, obsolete inventory, vacation and conditions other customary accruals; (m) ceased from reserving cash to pay taxes, principal and interest on borrowed funds, and other customary expenses and payments; (n) caused to be made any reevaluation of their employmentany of its Assets or Properties; (o) caused to be entered into any amendment or termination of any lease, customer or supplier contract or other material contract or agreement to which it is a party, other than in the Ordinary Course of Business; (p) made any material change in any of its business policies, including, without limitation, advertising, distributing, marketing, pricing, purchasing, personnel, sales, returns, budget or product acquisition or sale policies; (q) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to the Company's business or its financial condition; (r) permitted to occur or be made any other event or condition of any character which has had a Material Adverse Effect on it; (s) waived any rights material to its financial or business condition; (t) made any illegal payment or rebates; (u) entered into any agreement to do any of the foregoing; (v) incurred any bad debt expenses other than in the Ordinary Course of Business or as recommended by the Parent's auditor; or (xivw) entered into an agreement, written increased any employee salaries or otherwise, to take paid any bonuses other than in the Ordinary Course of the foregoing actionsBusiness.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) heretoSuper 8-K, since August 31April 29, 20052009, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 5,000 or incurred or become subject to any other liabilities in excess of $100,000 5,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 5,000 or paid any obligation or liability (absolute or contingent) in excess of $100,0005,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 5,000 individually or $100,000 10,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,0005,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,0005,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchasers’ or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,0005,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,0001,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Since the date of the Latest Balance Sheet, there has not been any Material Adverse Effect. Except as set forth in on Section 4.06 of the Commission Documents Disclosure Schedules or provided on Schedule 2.1(y) heretoexcept as contemplated by this Agreement, since August 31, 2005the date of the Latest Balance Sheet, neither the Company nor any Subsidiary of the Company has: (ia) issued mortgaged, pledged or subjected to any stockmaterial lien, bonds charge or other corporate securities or encumbrance, any rightportion of its assets, options or warrants with respect theretoexcept Permitted Liens; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (vb) sold, assigned or transferred any other material portion of its tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vic) sold, assigned or transferred any patent rightsIntellectual Property, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viiid) forgiven or cancelled any material Indebtedness or suffered any material extraordinary losses (whether or not covered by insurance), or condemnation, taking or other similar proceedings, or waived any claims or rights of material value (including any Indebtedness owed by any stockholder, officer, director, employee or affiliate of the Company or any Subsidiary); (e) redeemed or repurchased, directly or indirectly, any shares of capital stock or declared, set aside or paid any dividends or made any other distributions (whether in cash or in kind) with respect to any shares of its capital stock; (f) issued, sold or transferred any of its capital stock, securities convertible into its capital stock or warrants, options or other rights to acquire its capital stock; (g) made any changes capital expenditures or commitments therefore in employee compensation excess of $250,000, except in the ordinary course of business and consistent with past practicesbusiness; (ixh) made capital expenditures changed any of its accounting policies, practices or commitments therefor that aggregate in excess of $100,000procedures, including internal control procedures, except those changes required by GAAP; (xi) amended or modified its charter or bylaws; (j) increased the salary of any senior management-level employee of the Company or any of its Subsidiaries (i.e., Vice President or above) or entered into any material transactionagreement with such senior management-level employee, whether or not except for increases in salary in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xik) made charitable contributions taken any action or pledges entered into or agreed to enter into any transaction, agreement or commitment which is reasonably expected to result in excess more than $250,000 of $10,000; (xii) suffered any material damageliability to the Company, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management other than in connection with the terms and conditions ordinary course of their employmentbusiness; or (xivl) entered into an agreementagreed in writing or, written or otherwiseto the Company's knowledge, orally, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(z) hereto, since August 31September 30, 20052002, neither the Company nor any Subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany's business; (iii) discharged or satisfied any material lien or encumbrance in excess of $100,000 or paid a material amount of any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, which sale, assignment or transfer has had a Material Adverse Effect, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00025,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth provided in the Commission Documents this Agreement ------------------------------- or provided as disclosed on Schedule 2.1(y) hereto3.10(a), since August 31the date of the Pro Forma Balance ---------------- Sheet, 2005, neither the Company nor any Subsidiary has: has not (i) issued any stockbonds, bonds debentures, notes, equity securities, or other corporate securities or any right, options or warrants with respect thereto; securities; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred other than in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 Lien or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; ; (iv) 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 redeemed any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; equity securities; (v) mortgaged, pledged, or subjected to Lien, any of its assets, tangible or intangible, except Liens of current taxes not yet due and payable and except for Permitted Liens; (vi) sold, assigned assigned, or transferred any other of its tangible assetsassets except inventory in the ordinary course of business, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; ; (vivii) sold, assigned assigned, or transferred any patent rightspatents, licenses, permits, trademarks, trade names, copyrights, trade secrets secrets, or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; assets; (viiviii) suffered any material losses extraordinary loss or waived any rights of material valueright, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; practice; or (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not transaction other than in the ordinary course of business which business. Since October 1, 1999, the Company has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess any Distribution to any Person, other than Distributions to holders of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with Common Interests and Class A Preferred Interests pursuant to the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.Company's LLC Agreement. Schedule -------- 3.10(b) sets forth the amounts of all Distributions to holders of Common ------- Interests and Class A Preferred Interests since October 1, 1999. Schedule -------- 3.10

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(z) hereto, since August 31June 30, 20052002, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) heretoSince September 30, since August 312010, 2005, neither the Company nor any Subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto, except for shares described herein as being issued and outstanding; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled cancelled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their respective representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,00050,000 in the aggregate; (x) except for this Agreement and the Merger Agreement, entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00010,000 in the aggregate; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) except for this Agreement and the Merger Agreement, entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 3.6 or as described in the Commission Documents or provided on Schedule 2.1(y) heretoaudited Financial Statements, since August the date of December 31, 20052018, neither the no Alta Company nor any Subsidiary has: (a) sold, leased, assigned, transferred or otherwise disposed of any (i) issued any stocktangible material assets or properties (other than the sale or disposal of inventory or obsolete equipment) or (ii) material Intellectual Property, bonds or other corporate securities or any right, options or warrants with respect theretothan licenses in the Ordinary Course of Business; (b) made any amendments to its Governing Documents; (c) made or granted any bonus, severance or material increase in base salary to any director or senior executive; (d) effectuated any reduction in force, early retirement program or other voluntary or involuntary employment termination program, or otherwise implemented any employee layoff, in each case, not in compliance with the WARN Act; (e) (i) issued, sold, delivered, redeemed or purchased any Equity Interests, (ii) borrowed declared, set aside or paid any dividends on, or made any other distributions (whether in cash, securities or property) in respect of any Equity Interests or (iii) adjusted, split, combined or reclassified any of its Equity Interests; (f) (i) incurred or guaranteed any additional Indebtedness for Borrowed Money other than guarantees made for the benefit of customers in connection with such customer’s purchase of equipment which does not exceed $3,000,000 for any individual customer and $5,000,000 in the aggregate and which have been made in the Ordinary Course of Business, or (ii) made any loans or advances to any other Person, other than advances to employees in the Ordinary Course of Business; (g) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, recapitalization or other reorganization (other than as contemplated by Section 6.18 of this Agreement); (h) collected material amounts of its accounts receivable or paid material amounts of any accrued Liabilities or accounts payable or prepaid any expenses or other items, in each case, other than in the Ordinary Course of Business; (i) paid or agreed to pay any management fees, monitoring fees, directors’ fees or bonuses paid by or levied on any Alta Company by or for the benefit of the Equityholder or any of his Affiliates; (j) waived any amount owed to any Alta Company by the Equityholder or any of his Affiliates or of any claims by any Alta Company against the Equityholder or any of his Affiliates; (k) amended (other than as required by applicable Law or as part of an annual renewal for health and/or welfare benefits), terminated or adopted any Company Employee Benefit Plan; (l) made any changes to its accounting policies, methods or practices; (m) changed or revoked any material election relating to Taxes, made any material election related to Taxes inconsistent with past practice, entered into any agreement, settlement or compromise with any Taxing Authority relating to any Tax matter, filed any amended Tax Return, changed a method of accounting or accounting period with respect to Taxes or surrendered any right to claim any refund of Taxes; (n) amended or terminated any Material Contract or Leases (other than extension or renewal of any Lease in the Ordinary Course of Business); (o) other than inventory and other assets acquired in the Ordinary Course of Business, acquired properties or assets, including Equity Interests of another Person, with a value in excess of $100,000 300,000, whether through merger, consolidation, share exchange, business combination or incurred or become subject to any otherwise, other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred than leasehold improvements in the ordinary course Ordinary Course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesBusiness; (iiip) discharged instituted or satisfied settled any lien Proceeding that alleged or encumbrance resulted in excess a settlement of at least $100,000 or paid any obligation or liability (absolute or contingent) in excess 200,000, net of $100,000, other than current liabilities paid in the ordinary course of businessinsurance proceeds; (ivq) declared entered into any joint venture, partnership or similar arrangement; (r) breached, made or effected any payment amendment, waiver, change, release or distribution termination of cash any term, condition or provision of any Material Contract other than in the Ordinary Course of Business; (s) proposed, adopted or effected any business combination, reorganization, recapitalization or other property to stockholders acquisition or disposition of a material amount assets or properties in any manner (whether by merger or purchase of equity or assets or otherwise) with respect to its stock, any Person; (t) entered into any commodities or purchased or redeemed, or made currency hedging transaction; (u) permit any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually insurances to lapse or $100,000 in the aggregateknowingly do anything which would make any insurance policy void or voidable; (v) sold, assigned taken or transferred omitted to take any other tangible assetsaction which has, or canceled would reasonably be expected to result in, a material adverse change in any debts Alta Company’s relationship with any Material Customer or claims, in each case in excess of $100,000, except in the ordinary course of businessMaterial Supplier; (viw) sold, assigned waive any amount owed to the Company by a customer or transferred transfer any patent rights, trademarks, trade names, copyrights, trade secrets or assets to a customer other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers than in the ordinary course Ordinary Course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000;Business; or (x) authorized or entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, Contract to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth on Schedule 2.1(z) or in the Commission Documents or provided on Schedule 2.1(y) heretoDocuments, since August 31June 30, 20052008, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents SEC Reports or provided on Schedule 2.1(y) hereto2.1(w), since August 31September 30, 20052010, neither the Company or nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 1,000,000 or incurred or become subject to any other liabilities in excess of $100,000 1,000,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 1,000,000 or paid any obligation or liability (absolute or contingent) in excess of $100,0001,000,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 100,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,0001,000,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,0001,000,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representativesbusiness; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,0001,000,000 for the Company; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixi) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxii) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(z) hereto, since August 31September 30, 20052003, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000 except for such capital expenditures or commitments made in the ordinary course of business; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 4.06, since December 31, 2006 (1) the Xxxxxxx’x Companies have conducted their respective businesses only in the Commission Documents ordinary course of business in all material respects and have used their respective commercially reasonable efforts to preserve the business intact in all material respects and (2) there has not been any event, change, occurrence or provided circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect. Without limiting the generality of the foregoing, except in the ordinary course of business or as set forth on the attached Schedule 2.1(y) hereto4.06, since August December 31, 20052006, neither none of the Company nor any Subsidiary Xxxxxxx’x Companies has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (iia) borrowed any amount in excess of $100,000 or incurred or become subject to any (other liabilities in excess of $100,000 (absolute or contingent) except current liabilities than Indebtedness incurred in the ordinary course of business which are comparable in nature and amount borrowings from banks (or similar financial institutions) necessary to the current liabilities incurred in the meet ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiariesworking capital requirements); (iiib) discharged or satisfied subjected any lien or encumbrance in excess of $100,000 or paid its assets to any obligation or liability (absolute or contingent) in excess of $100,000Liens, other than current liabilities paid in the ordinary course of businessexcept Permitted Liens; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (vc) sold, assigned or transferred any other of its tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vid) sold, assigned or, transferred or transferred licensed any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representativesXxxxxxx’x Intellectual Property; (viie) suffered any material extraordinary losses or waived any rights of material value; (f) issued, whether sold or not transferred any of its equity securities, securities convertible into its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or debt securities; (g) made, granted or promised any bonus or wage or salary increase to any member of the management team, officer or director, or made, executed or promised any other change in employment terms for any member of the management team, officer or director; (h) other than in the ordinary course of business, made, granted or suffered promised any bonus or wage or salary increase to any employee who is not a member of the loss of any material amount of prospective businessmanagement team; (viiii) made any changes in employee compensation except in the ordinary course of business and consistent with past practiceschange to its charter or other organizational documents; (ixj) made any capital expenditures or commitments therefor that aggregate thereof in excess of Twenty-Five Thousand Dollars ($100,000;25,000) individually or Seventy-Five Thousand Dollars ($75,000) in the aggregate: (xk) entered into any material transactionchanged its tax reporting or accounting policies or practices, whether including practices with respect to depreciation or not in amortization policies, the ordinary course payment of business which has not been disclosed in accounts payable or the Commission Documents; (xi) made charitable contributions or pledges in excess collection of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employmentaccounts receivable; or (xivl) entered into an agreement, written made any agreement or otherwise, commitment to take any of do the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth Since the date of the financial statements contained in the Commission Documents or provided on Schedule 2.1(y) hereto, since August 31, 2005most recently filed Form 20-F, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any material losses (except for anticipated losses consistent with prior quarters) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxiii) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as set forth on Schedule 4.6 -------------------------------- or in the Commission Documents or provided on Schedule 2.1(y) heretoSEC Documents, since August 31, 2005the Balance Sheet Date, neither the Company nor the Subsidiaries will have, prior to any Subsidiary has: Draw Down Date: (ia) issued any stock, bonds securities other than upon exercise of outstanding warrants or other corporate securities or any right, options or warrants with respect thereto; upon conversion of outstanding preferred stock; (iib) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current ), other than liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred under contracts entered into in the ordinary course of business during business, none of which are or shall be material and which are less than $50,000 individually or less than $500,000 in the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; aggregate; (iiic) discharged or satisfied any lien lien, adverse claim or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; business in an amount less than $50,000; (ivd) declared or made any payment or distribution of cash or other property to the stockholders of the Company with respect to its stock, the Common Stock or purchased or redeemed, or made any agreements so to purchase or redeem, redeemed any shares of its capital stockCommon Stock; (e) mortgaged, in each case in excess pledged or subjected to any lien, adverse claim, charge or any other encumbrance, any of $50,000 individually their properties or $100,000 in the aggregate; assets, except for liens for taxes not yet due and payable; (vf) sold, assigned or transferred any other tangible of their assets, tangible or canceled any debts or claims, in each case in excess of $100,000intangible, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers inventory in the ordinary course of business and in an amount less than $50,000, or disclosed to any person, firm or entity not party to a confidentiality agreement with the Purchasers or their representatives; Company any proprietary confidential information; (viig) suffered any material extraordinary 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; ; (viiih) made any changes capital expenditures or commitments therefor in employee compensation except an amount greater than $10,000 in the aggregate; (i) entered into any other transaction other than in the ordinary course of business and consistent with past practices; (ix) made capital expenditures in an amount less than $50,000 or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; business; (xij) made any charitable contributions or pledges in excess of $10,000; pledges; (xiik) suffered any material damagedamages, destruction or casualty loss, whether or not covered by insurance; , affecting any of the properties or assets of the Company or any other properties or assets of the Company which could have a material adverse effect on the business or operations of the Company; (xiiil) experienced engaged in any material problems transactions with labor affiliates of the Company, any officer or management in connection with director of the terms and conditions Company or any affiliates of their employmentany officer or director of the Company; or (xivm) resolved or entered into an agreement, written any agreement or otherwise, understanding with respect to take any of the foregoing actionsor (n) made any payments of any kind (except for payroll) or issued any securities to any officer of the Company.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y3.1(y) heretohereto or disclosed in the Prospectus ("Risk Factors"), since August 31October 24, 20051998, neither the Company nor any Subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany's business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents Latest Financial Statements or provided on Schedule 2.1(y) hereto3.8, or as otherwise expressly provided herein, since August December 31, 20051997, neither the Company nor any Subsidiary hasPCH has not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (iia) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities liability in excess of $100,000 25,000 in the aggregate, except (absolute or contingenti) except current liabilities incurred in the ordinary course of business which are comparable and (ii) liabilities under contracts entered into in nature the ordinary course of business; (b) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any of its assets, except (i) liens for current property taxes not yet due and amount to payable, (ii) temporary liens imposed by law for goods purchased by PCH and not yet paid for not exceeding $50,000 in the current liabilities aggregate and (iii) liens incurred in the ordinary course of business during not exceeding $25,000 in the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiariesaggregate; (iiic) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) liability, in each case with a value in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (vd) sold, assigned or transferred (including, without limitation, transfers to any other employees, affiliates or shareholders) any tangible assets, or canceled any debts or claims, in each case in excess of $100,000case, except in the ordinary course of business; (vie) sold, assigned or transferred (including, without limitation, transfers to any patent rightsemployees, affiliates or shareholders) any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess assets; (f) disclosed, to any person other than UHS and authorized representatives of $100,000UHS, or disclosed any proprietary confidential information information, other than pursuant to any person except to customers a confidentiality agreement prohibiting the use or further disclosure of such information, which agreement is set forth on Schedule 3.8 and is in full force and effect on the ordinary course of business or to the Purchasers or their representativesdate hereof; (viig) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, value or suffered the loss of any material amount of prospective business; (viii) made any extraordinary losses or adverse changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transactioncollection loss experience, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsor consistent with past practice; (xih) made charitable contributions declared or pledges paid any dividends or other distributions with respect to any shares of PCH's capital stock or redeemed or purchased, directly or indirectly, any shares of PCH's capital stock or any options, except dividends paid to the Shareholders equal in excess amount to the Shareholders' tax liabilities as a result of $10,000the ownership of the Shares and disclosed in Schedule 3.8; (xiii) issued, sold or transferred any of its equity securities, securities convertible into or exchangeable for its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or debt securities; (j) taken any other action or entered into any other transaction other than in the ordinary course of business and in accordance with past custom and practice, or entered into any transaction with any employee, officer, director, affiliate or shareholder, other than employment arrangements otherwise disclosed in this Agreement and the Schedules hereto, or the transactions contemplated by this Agreement; (k) suffered any material theft, damage, destruction or casualty lossloss of or to any property or properties owned or used by it, whether or not covered by insurance; (xiiil) experienced made or granted any material problems bonus or any wage, salary or compensation increase to any director, officer, employee or consultant 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 or made any commitment or incurred any liability to any labor organization, except as permitted by Section 4.1(c); (m) made any single capital expenditure or commitment therefor in other than in the ordinary course of business consistent with labor past practice; (n) made any loans or management advances to, or guarantees for the benefit of, any persons; (o) made charitable contributions or pledges which in connection with the terms and conditions aggregate exceed $1,000; (p) made any change in accounting principles or practices from those utilized in the preparation of their employmentthe Latest Financial Statements or the Audited Financial Statements; or (xivq) entered into an agreement, written or otherwise, agreed to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since August December 31, 20052006, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on "Developments Schedule" attached hereto as Schedule 2.1(y) hereto3.7, since August the date of the Latest Balance Sheet dated as of December 31, 20051999, neither the Company nor any Subsidiary hashas not: (ia) issued mortgaged, pledged or subjected to any stocklien, bonds or other corporate securities charge or any rightother encumbrance, options or warrants with respect theretoany portion of the Purchased Assets; (iib) borrowed sold, assigned or transferred, or agreed to do so, any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged Purchased Assets, or satisfied canceled without fair consideration any lien material debts or encumbrance in excess of $100,000 claims owing to or paid any obligation or liability (absolute or contingent) in excess of $100,000, held by it other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (vc) sold, assigned assigned, transferred, abandoned or transferred permitted to lapse any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rightspatents, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000assets, or disclosed any material proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representativesperson; (viid) made or granted, or agreed to make or grant, any bonus or any wage or salary increase to any employee or group of employees or made or granted any increase in the Deferred Compensation Plan or any other employee benefit plan or arrangement (except, in each case, in accordance with past custom and practice) or adopted any new employee benefit plan or arrangement; (e) made, or agreed to make, any capital expenditures or commitments therefor except relating to the 445 Lease Agreement as permitted herein; (f) made, or agreed to make, any loans or advances to, or guaranties for the benefit of, any persons; (g) suffered any material extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business, business or suffered the loss of any material amount of prospective businessconsistent with past practice; (viiih) made entered into, or agreed to enter into, any changes in employee compensation except other material transaction other than in the ordinary course of business and consistent with past practicesbusiness; (ixi) made capital expenditures made, or commitments therefor that aggregate in excess of $100,000; (x) entered into agreed to make, any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,0001,000; (xiij) made any purchase commitment in excess of the normal, ordinary and usual requirements of its business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, or made any change in its selling, pricing, advertising or personnel practice inconsistent with its prior practice and prudent business practices prevailing in the industry; or (k) suffered any material damage, destruction or casualty lossloss to the Purchased Assets, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(z) heretohereto or in the SEC Documents, since August 31September 30, 20052004, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000500,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(z) hereto, since August December 31, 20052001, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany's or such subsidiary's business; (iii) discharged or satisfied any material lien or encumbrance in excess of $100,000 or paid any material obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any material debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor therefore that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth provided in the Commission SEC Documents or provided on and Schedule 2.1(y) hereto, since August March 31, 20052000, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000100,000 except for the purchase of kiosks; (x) entered into any material transaction, whether or not other transaction other than in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two (2) or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents Form 10-KSB, the Form 10-QSB or provided on Schedule 2.1(y2.1(c) hereto, since August March 31, 20052008, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 4.07, since December 31, 2007, the Company and each of its Subsidiaries has conducted its business in the Commission Documents ordinary course of business, and there has not been any event, occurrence or provided development which, individually or in the aggregate, has had or reasonably would be expected to have a Material Adverse Effect. Except as set forth on Schedule 2.1(y) hereto4.07, or except as contemplated by this Agreement, since August 31, 2005the date of the Latest Balance Sheet, neither the Company nor any Subsidiary of its Subsidiaries has: (ia) issued any stockmortgaged, bonds pledged or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject subjected to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable material Lien, any material portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business assets of the Company and its Subsidiaries, taken as a whole, except Permitted Liens; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (vb) sold, assigned or transferred any other material portion of the tangible assets, or canceled any debts or claims, in each case in excess assets of $100,000the Company Business, except in the ordinary course of business; (vic) sold, assigned or transferred any patent rightsof its material Intellectual Property; (d) redeemed or repurchased, trademarksdirectly or indirectly, trade namesany shares of capital stock or declared, copyrightsset aside or paid any dividends or made any other distributions (whether in cash or in kind) with respect to any shares of its capital stock; (e) issued, trade secrets sold or transferred any of its capital stock, securities convertible into its capital stock or warrants, options or other intangible assets rights to acquire its capital stock; (f) made any loan, advance or intellectual property rights capital contribution to or investment in excess any Person other than expenses or advances to employees of $100,000, the Company or disclosed any proprietary confidential information to any person except to customers its Subsidiaries made in the ordinary course of business or to the Purchasers or their representativesbusiness; (viig) made any material capital expenditures or commitments therefor, except in the ordinary course of business; (h) changed any of its accounting policies, practices or procedures; (i) revalued in any material respect any of its assets, including, without limitation, writing down the value of any assets or inventory or writing off notes or accounts receivable, other than in the ordinary course of business; (j) amended or modified its certificate of incorporation, bylaws or equivalent organizational documents; (k) delayed or postponed the payment of accounts payable and other liabilities outside the ordinary course of business; (l) suffered any material losses damage, destruction or waived any rights of material value, loss (whether or not covered by insurance) to its property; (m) experienced or been subject to any labor dispute, other than routine individual grievances, or any activity, action, suit or proceeding, by a labor union or representative thereof to organize any employees of the Company or its Subsidiaries, which employees were not subject to a collective bargaining agreement as of the date of the Latest Balance Sheet, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees; (n) except for normal increases in the ordinary course of business, or suffered as required by previously existing contract, increased the loss compensation or benefits payable to any of any material amount of prospective business;its present or former officers or senior executives; or (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (xo) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written arrangement or otherwise, commitment to take any of the foregoing actionsactions specified in this Section 4.07, except for this Agreement.

Absence of Certain Developments. Except as set forth on Schedule 2.1(z) or in the Commission Documents or provided on Schedule 2.1(y) heretoDocuments, since August 31June 30, 20052007, neither the Company nor any Subsidiary subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightrights, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its SubsidiariesCompany’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000), other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any material substantial 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except Since the date of the Latest Balance Sheet, other than as set forth described in the Commission Documents or provided on Disclosure Schedule 2.1(y) heretounder the caption referencing this Section 3.09, since August 31, 2005, neither the Company nor any Subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (iia) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities liability for borrowed money in excess of $100,000 50,000 in the aggregate, except (absolute or contingenti) except current liabilities incurred in the ordinary course of business and (ii) liabilities under contracts entered into in the ordinary course of business, none of which are comparable liabilities exceeds $50,000 individually or $100,000 in nature the aggregate; (b) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any of the assets of the Company with a fair market value in excess of $50,000 individually or $100,000 in the aggregate except (i) liens for current taxes not yet due and amount to the current liabilities payable, (ii) liens imposed by law and incurred in the ordinary course of business during for obligations not yet due to carriers, warehousemen, laborers, materialmen and the comparable portion like, (iii) liens in respect of its prior fiscal yearpledges or deposits under workers' compensation laws or (iv) liens set forth under the caption referencing this Section 3.09 in the Disclosure Schedule (collectively, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries"Permitted Liens"); (iiic) discharged or satisfied any lien or encumbrance or paid any liability, in each case with a value in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,00050,000, other than current liabilities paid in the ordinary course of business; (ivd) declared sold, assigned or transferred (including, without limitation, transfers to any employees, affiliates or stockholders) any tangible assets of its business outside of the ordinary course of business; (e) sold, assigned or transferred (including, without limitation, transfers to any employees, affiliates or stockholders) any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets; (f) disclosed, to any person other than Parent and authorized representatives of Parent, any proprietary confidential information, other than pursuant to a confidentiality agreement prohibiting the use or further disclosure of such information, which agreement is in full force and effect on the date hereof; (g) waived any rights of material value or suffered any extraordinary losses or adverse changes in collection loss experience, whether or not in the ordinary course of business or consistent with past practice; (h) taken any other action or entered into any other transaction other than in the ordinary course of business and in accordance with past custom and practice, or entered into any transaction with any "insider" (as defined in Section 3.21 hereof) other than employment arrangements otherwise disclosed in this Agreement and the Disclosure Schedule, or the transactions contemplated by this Agreement; (i) suffered any material theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance; (j) entered into or modified any employment, severance or similar agreements or arrangements with or granted any bonuses, salary or benefits increases, severance or termination pay to, any executive officer; (k) adopted or amended any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, trust, fund or group arrangement for the benefit or welfare of any employees or any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, agreement, trust, fund or arrangements for the benefit or welfare of any employee, officer, director or affiliate; (l) made any payment capital expenditure 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 stock, in each case commitment therefor in excess of $50,000 individually or $100,000 in the aggregate; (vm) soldmade any loans or advances to, assigned or guarantees for the benefit of, any persons; (n) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, limited liability company, joint venture or other business organization or division or material assets thereof; (o) accrued, declared or paid any dividends or other distributions with respect to any shares of the capital stock of the Company or redeemed or purchased, directly or indirectly, any shares of capital stock or any outstanding options or other rights to acquire any of such stock, except pursuant to normal repurchase rights with respect to vested and unvested stock with respect to terminated employees under the Company's stock option plans; (p) issued, sold or transferred any of its equity securities (other tangible assetsthan pursuant to the valid exercise of Company Options), securities convertible into or exchangeable for its equity securities or warrants, options or other rights to acquire its equity securities, or canceled any debts bonds or claims, in each case in excess of $100,000, except in the ordinary course of businessdebt securities; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documents; (xiq) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage1,000 individually, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management $10,000 in connection with the terms and conditions of their employmentaggregate; or (xivr) entered into an agreement, written took or otherwise, agreed to take in writing, or otherwise took any of the foregoing actionsactions described above.

Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y2.1(z) hereto, since August 31, 2005the Audited Financial Statements Date, neither the Company nor any Subsidiary has: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business; (iv) 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 stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) 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; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction, whether or not in the ordinary course of business which has not been disclosed in the Commission Documentsbusiness; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.