Common use of Absence of Certain Developments Clause in Contracts

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8, since the Balance Sheet Date, (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) other than in the Ordinary Course of Business, the Company has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8, since the Balance Sheet Date, Date (a) the Company has conducted the Business its business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, aggregate with any other such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Company Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 50,000 for any single loss or $50,000 for all such losses losses; (ii) there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any Ownership Interest of the Company or any repurchase, redemption or other acquisition by the Company of any outstanding securities of, or other ownership interest in, the Company; (iii) except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) other than in the Ordinary Course of BusinessBusiness consistent with past practice, the Company has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany with respect to the fiscal year ended December 31, 2007, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (civ) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (dv) the Company has not made or rescinded any election relating to Taxes or settled or compromised any claim relating to Taxes; (vi) the Company has not entered into any transaction or Contract other than in the Ordinary Course of Business; (vii) the Company has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Selling Member or any acquisition officer, partner, member or Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSelling Member; (fix) the Company has not (A) mortgaged, pledged or subjected to any Lien any of its assets, or (B) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except except, in the case of clause (B), for assets acquired or acquired, sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gx) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (hxi) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyCompany taken as a whole; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (jxii) the Company has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue betterments in excess of $10,000 25,000 individually or in amounts exceeding $50,000 in the aggregate; (lxiii) the Company has not issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness in an amount in excess of $25,000 in the aggregate; (xiv) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and; (nxv) the Company has not instituted or settled any Legal Proceeding resulting in a loss of revenue in excess of $25,000 in the aggregate; and (xvi) none of the Selling Members or the Company has agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8.

Absence of Certain Developments. Except as expressly contemplated required by this Agreement or as set forth on Company Disclosure Schedule 4.85.9, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change in the aggregate, with Business of the Vendors nor has there occurred any other events, changes, occurrences or circumstances, has had or could event which is reasonably be expected likely to have result in a Material Adverse Effect Change in the Business; (b) the Vendors have not made any material change with respect to the Company. Without limiting the generality any method of management, operation or accounting in respect of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Business; (ac) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $10,000 C$20,000 for any single loss or $C$50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bd) other than in the Ordinary Course of Business, the Company has Vendors have not (i) awarded or paid any bonuses to Former Listed Employees or Employees of the Company, except as defined in Section 7.10 (a) hereof with respect to the extent accrued on most recent fiscal year ended prior to the Balance SheetSheet Date, or (ii) entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonusinto, or similar agreement (nor amended any such agreement) increased or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under under, any written or oral employment agreement or arrangement, deferred compensation agreement, severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directorsthe Vendors’ Listed Employees, officers, employees, agents other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in an increase of more than 3% per annum in the benefits or representativescompensation expense of the Vendors taken as a whole; (ce) there has not been any change by the Company Vendors in accounting or Tax reporting principles, methods or policiespolicies relating to the Business; (df) the Company has Vendors have not entered into any transaction or Contract relating to the Business or conducted the Business other than in the ordinary course consistent with past practice; (g) the Vendors have not failed to promptly pay and discharge current Liabilities liabilities relating to the Business except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eh) the Company has Vendors have not made any loans, advances or capital investment in, any loan contributions to, or investments in, or paid any acquisition fees or expenses to any Listed Employees of the securities or assets of, any other Person, other than advances Vendors in addition to Employees their usual remuneration and in the Ordinary Course of Businessamounts exceeding $10,000.00; (fi) the Company has Vendors have not mortgaged, pledged or subjected to any Lien any of its assetsAssets except for Permitted Encumbrances, or acquired any assets Assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of related to the CompanyBusiness, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gj) the Company has Vendors have not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent) relating to the Business, except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (hk) the Company has Vendors have not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyBusiness taken as a whole; (il) the Company has Vendors have not issued, created, incurred, assumed made any capital expenditure or guaranteed any Indebtedness, capital additions or betterments except in the Ordinary Course ordinary course of Business; (j) the Company has not made business consistent with past practice, or committed to make but not made or completed any capital expenditures (a) expenditure or capital additions or betterments in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 C$25,000 individually or in amounts exceeding $50,000 C$100,000 in the aggregate; (lm) the Company Vendors have not instituted or settled any Legal Proceeding which in any way is material to the Business; (n) no Legal Proceedings have been instituted or threatened and no claim or demand has not granted any license been made against the Vendorsor the Vendor Group seeking to restrain or sublicense of any rights under prohibit or to obtain substantial damages with respect to any Intellectual Property or Technology the consummation of the Companytransactions contemplated herein and no Order by a Governmental Body has been instituted or threatened to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated herein; (mo) the Company has Vendors have not made sold, transferred, assigned or hypothecated any loan to, bad debt or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businessaccounts receivable; and (np) the Company has Vendors have not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.85.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company in Section 2.7 of the Disclosure Schedule 4.8(arranged in subsections corresponding to the subsections set forth below), since the Balance Sheet Date, (a) the Company Seller has conducted the Business only in the Ordinary Course of Business and and: (ba) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Seller Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; (ab) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost property and assets of Seller used in the Business of more than $10,000 200,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory 750,000 in the Ordinary Course of Business; (b) other than in the Ordinary Course of Business, the Company has not awarded or paid aggregate for any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheetrelated losses, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed failure to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesmaintain insurance policies unmodified and without interruption; (c) there has not been any material change by the Company Seller in accounting or Tax reporting principles, methods methods, or policies;, any settlement of any Tax controversy, any amendment of any Tax Return, or any material written Tax election made by or with respect to Seller; and (d) the Company Seller has not failed to promptly pay not: (i) made any declaration or payment of any distributions on or in respect of any equity securities or interests of Seller (other than distributions of cash and discharge current Liabilities except for Liabilities not material in amountcash equivalents); (eii) failed to maintain its assets used in the Company has not Business in materially the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); (iii) made any capital investment inchange in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any loan tobonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any acquisition manager, officer, employee, distributor, or agent of Seller involved in the securities or assets of, any other PersonBusiness, other than advances to Employees increases in the Ordinary Course in the base wages or salaries of Businessemployees of Seller other than officers or managers or as required by any employment Contract; (fiv) hired or terminated employees or engaged or terminated independent contractors involved in the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of Business other than in the Ordinary Course of BusinessCourse; (gv) the Company has not discharged Breached or satisfied waived any Lien, Breach or paid any Liability, except in the Ordinary Course of Businessmaterial right with respect to any Material Contract; (hvi) the Company has not canceled canceled, written off, or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived waived, or released any Contract or right right, except in the Ordinary Course of Business and which, in the aggregate, would are not be material to the CompanySeller; (ivii) modified its pricing and purchasing policies and levels in any material respect, or entered into, amended, renewed, terminated, or permitted to lapse any Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount other than in the Ordinary Course pursuant to arrangement described on Section 2.24 of the Disclosure Schedule; (viii) entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; (ix) changed in any material respect its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; (x) failed to maintain its existence as a corporation or limited liability company, as applicable; (xi) adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; (xii) engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; (xiii) failed to pay any of its Liabilities within thirty (30) days of when due; (xiv) entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body; (xv) failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements in all material respects; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; (xvi) made any filings or registrations with any Governmental Body, except routine filings and registrations made in the Ordinary Course; (xvii) adopted, amended, modified, or terminated any of its Employee Benefit Plans applicable to the Business; (xviii) written up or down (or failed to write up or down) the Company has not issued, created, incurred, assumed or guaranteed value of any IndebtednessPurchased Assets, except in the Ordinary Course of BusinessCourse, in accordance with GAAP consistently applied; (jxix) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled introduced any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or change with respect to any Intellectual Property the Business, including with respect to the products or Technology services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the Company;levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; or (mxx) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners agreements or employees, except for any advances made commitments to Employees do or perform in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into future any understanding actions referred to do anything set forth in this Section 4.82.7 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedule.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.9, since the Balance Sheet Date, (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.84.9: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Company Assets having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) other than in the Ordinary Course of Business, the Company has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directorsmanagers, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directorsmanagers, officers, employees, agents or representatives; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directorsmanagers, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.85.8, since the Balance Sheet Date, Date (a) the Company has and the Subsidiaries have conducted the Business their respective businesses only in the Ordinary Course of Business and have used their respective commercially reasonable efforts to preserve the business intact and (b) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could would reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets of the Company or any Subsidiary having a replacement cost of more than $10,000 50,000 for any single loss or $50,000 250,000 for all such losses losses; (ii) except shrinkage of biodiesel inventory in the Ordinary Course of Business; (bBusiness pursuant to the terms of existing Company Benefit Plans described on Schedule 5.14(a) other than in the Ordinary Course of Businessor as required by Law, neither the Company nor any Subsidiary has not awarded (1) awarded, paid, made, accrued, contingently or paid any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheetotherwise, or granted, any bonus, incentive compensation, service award or other similar benefit to Personnel, (2) entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s or any Subsidiary’s current or former directors, officers, officers or employees, agents or representatives or (3) agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement plan made to, for or with such directors, officers, officers or employees, agents or representatives; (ciii) there except in the ordinary course of business, neither the Company nor any Subsidiary has not been made or rescinded any election relating to Taxes, or settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or except as required by applicable law, made any change by the Company in to any of its methods of accounting or methods of reporting income or deductions for Tax reporting principlesor accounting practice or policy, methods or policiesfiled any amended Tax Returns or consented to any extension or waiver of the limitation period applicable to any claim or assessment relating to Taxes; (div) neither the Company nor any Subsidiary has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets Assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets Assets of the CompanyCompany or any Subsidiary, except except, for assets acquired or Assets acquired, sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gv) neither the Company nor any Subsidiary has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (hvi) neither the Company nor any Subsidiary has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyCompany and the Subsidiaries taken as a whole; (ivii) neither the Company nor any Subsidiary has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue betterments in excess of $10,000 100,000 individually or in amounts exceeding $50,000 250,000 in the aggregate; (lviii) neither Company nor any Subsidiary has issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness (other than the advancement of expenses to Personnel of the Company or any of its Subsidiaries in the Ordinary Course of Business); (ix) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; (x) neither the Company nor any Subsidiary has amended or modified the Company Benefit Plans, other than (i) amendments or modifications to such plans made in the Ordinary Course of Business pursuant to the terms of such plans or as required by Law or (ii) the extension of coverage to Personnel of the Company or any of its Subsidiaries who became eligible after the Balance Sheet Date; (xi) neither the Company nor any Subsidiary has revalued any of their respective Assets, including writing off notes or accounts receivable or revaluing inventory; (xii) neither the Company nor any Subsidiary has declared, set aside for payment or paid any dividends or distributions (other than cash) in respect of any Equity Securities of the Company or any of its Subsidiaries, or redeemed, purchased or otherwise acquired any of the Company’s or any of the Subsidiary Equity Securities; (xiii) neither the Company nor any Subsidiary has issued or reserved for issuance, or committed (including any stock option or other stock incentive award) to issue or reserve for issuance, any Equity Securities of the Company or any of its Subsidiaries; (xiv) neither the Company nor any Subsidiary has materially and adversely modified or terminated any material policy of insurance, any Material Contract or any Contract that would be a Material Contract if in existence on the date hereof; (xv) neither the Company nor any Subsidiary has created, incurred or otherwise suffered any Lien on any Asset of the Company or any of its Subsidiaries, other than Permitted Exceptions; (xvi) neither the Company nor any Subsidiary has instituted or settled any Legal Proceeding involving a claim or claims in excess of $50,000 in the aggregate; and (nxvii) none of the Sellers or the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.8.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.83.09(a), since August 4, 2002 and through the Balance Sheet Date, date hereof: (ai) the Company has conducted the Business only in the Ordinary Course of Business and no event occurred which could reasonably have a Material Adverse Effect; (bii) there has not been any eventdeclaration, changesetting a record date, occurrence setting aside or circumstance thatauthorizing the payment of, individually any dividend or other distribution in respect of any shares of Capital Stock of the Company or any repurchase, redemption or other acquisition by the Company, of any of the outstanding shares of Capital Stock of the Company other than the Company's regular quarterly dividends to its stockholders paid on September 13, 2002 and December 16, 2002; (iii) neither the Company nor any Company Subsidiary has transferred, issued, sold or disposed of any shares of their Capital Stock or granted any options, warrants, calls or other rights to purchase or otherwise acquire shares of their Capital Stock other than under the Company's employee stock option plans and the dissolution of former Company Subsidiaries; (iv) neither the Company nor any Company Subsidiary, except in the aggregate, ordinary course of business and consistent with any other events, changes, occurrences or circumstancespast practice, has had (x) awarded or could reasonably be expected paid any material bonuses to have a Material Adverse Effect any senior executive, or (y) entered into any Plan, material employment, deferred compensation, severance or similar agreement (nor amended or terminated any such agreement) or agreed to increase materially the compensation payable or to become payable to any senior executive or agreed to increase materially the coverage or benefits available under any material severance pay, deferred compensation, bonus or other incentive compensation, pension or other employee benefit plan, payment or arrangement made to, for or with respect such senior executive; (v) except in connection with the CK Acquisition, neither the Company nor any Company Subsidiary has made, or agreed to, make any material acquisition of any business or assets other than in the ordinary course of business; (vi) neither the Company nor any Company Subsidiary has made, or agreed to the Company. Without limiting the generality make, any loans or investments in any business of any Affiliate of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:other than a Company Subsidiary; (avii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property of the Company or any Company Subsidiary having a replacement cost material adverse impact on the business of more than $10,000 for any single loss the Company or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of BusinessCompany Subsidiaries, taken as a whole; (bviii) other than in except as granted under the Ordinary Course of BusinessCredit Facility or the Transaction Documents, neither the Company nor any Company Subsidiary has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien (other than Permitted Liens) any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased conveyed or otherwise disposed of any material assets of the CompanyCompany or any Company Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien conveyed or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness; (gix) except for the CK Purchase Agreement, neither the Company nor any Company Subsidiary has not discharged entered into any Contract to make any capital expenditures obligating the Company or satisfied any Lien, Company Subsidiary to pay an amount which together with amounts already expended or paid any Liability, except committed during its 2002 fiscal year would exceed the amount budgeted for capital expenditures in the Ordinary Course of Business2002 Budget; (hx) except in connection with the Credit Facility and the CK Acquisition, neither the Company nor any Company Subsidiary has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtednessdebt for borrowed money, except whether due or to become due, other than in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice; (jxi) except in connection with the Contemplated Transactions, neither the Company nor any Company Subsidiary has not made or committed to make entered into any capital expenditures (a) material transaction other than in excess the ordinary course of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year business consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Datepast practice; (kxii) neither the Company nor any Company Subsidiary has not instituted or settled made any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 change in the aggregateaccounting principles, methods or practices followed by it (including, without limitation, its method of accounting for stock options) other than a change which was required by reason of a concurrent change in Law or GAAP; (lxiii) neither the Company nor any Company Subsidiary has not granted any license amended its Certificate of Incorporation or sublicense of any rights under or with respect to any Intellectual Property or Technology of the CompanyBy-Laws except as contemplated by this Agreement; (mxiv) neither the Company nor any Company Subsidiary has had any material disagreements with its independent public accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which has not made been resolved; (xv) neither the Company nor any loan Company Subsidiary has sold, assigned or transferred, or allowed any rights to lapse with respect to, or entered into any Intellectual Property, other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees than in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice and which could reasonably have a Material Adverse Effect; (xvi) neither the Company nor any Company Subsidiary has entered into, modified, amended or terminated any material Contract, other than in the ordinary course of business and consistent with past practice and which could reasonably have a Material Adverse Effect; and (nxvii) neither the Company nor any Company Subsidiary has not agreed, committedwhether in writing or otherwise, arranged or entered into any understanding to do anything set forth in this Section 4.8any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8, since Since the ReShape Balance Sheet Date, (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Companyon ReShape. Without limiting the generality of the foregoingExcept as expressly contemplated hereby, since the ​ ReShape Balance Sheet Date or as set forth Date, ReShape has carried on Company Disclosure Schedule 4.8and operated its business in all material respects in the ordinary course of business consistent with past practice, and ReShape has not: (a) there has not been any damage, destruction amended or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businessmodified its Organizational Documents; (b) other than sold, leased, assigned, transferred or purchased any material tangible assets, in each case in a single or related series of transactions, except in the Ordinary Course ordinary course of Businessbusiness; (c) issued, sold, redeemed or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; (d) prior to the Company has not awarded date hereof, declared or paid any bonuses to Former Employees dividend or Employees other distribution of the Companyassets of ReShape; (e) made or approved any material changes in its employee benefit plans or made any material changes in wages, except salary, or other compensation, including severance, with respect to its current or former officers, directors or executive employees other than increases in base salaries and wages that are consistent with past practices or as required by applicable Law or any ReShape Plan; (f) paid, loaned or advanced (other than the extent accrued on advance or reimbursement of business expenses in the Balance Sheetordinary course of business consistent with past practice or 401(k) plan loans) any amounts to, or sold, transferred or leased any of its assets to, or entered into any employmentother transactions with, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assetsAffiliates, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholdersdirectors or officers outside the ordinary course of business or other than at arm’s length; (g) except as required by applicable Law, Affiliatesadopted, officersterminated or materially amended any ReShape Plans; (h) hired or terminated any officers or employees of ReShape with annual cash compensation in excess of $100,000; (i) commenced or settled any Action in which the amount in dispute is in excess of $100,000; (j) made any material change in accounting principles, directorsmethods, partners procedures or employeespolicies, except for as required by GAAP; (k) made, changed or revoked any advances made material Tax election, or settled or compromised any material Tax claim or liabilities, or filed any substantially amended material Tax Return; (i) authorized, proposed, entered into or agreed to Employees enter into any plan of liquidation, dissolution or other reorganization or (ii) authorized, proposed, entered into or agreed to enter into any merger, consolidation or business combination with any Person; (m) except in the Ordinary Course ordinary course of Business; andbusiness, incurred or discharged any Indebtedness; (n) made capital expenditures or capital additions or betterments in excess of $100,000 in the Company has aggregate; (o) suffered any material damage, destruction or loss, whether or not agreedcovered by insurance; (p) sold, committedassigned, arranged transferred, abandoned or entered into allowed to lapse or expire any understanding material Intellectual Property rights (other than certain pending applications that have not been allowed or granted) or other intangible assets owned, used or licensed by ReShape in connection with any product of ReShape or the operation of its business; (q) been subject to any claim or written threat of infringement, misappropriation or other violation by or against ReShape of Intellectual Property rights of ReShape or a third party; (r) materially reduced the amount of any insurance coverage provided by existing insurance policies; or (s) committed to do anything set forth in this Section 4.8any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.86.9, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change nor has there occurred any event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of ChannelHealth having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in the Ordinary Course respect of Businessany shares of capital stock of ChannelHealth or any repurchase, the Company redemption or other acquisition by ChannelHealth of any outstanding shares of capital stock or other securities of, or other ownership interest in, ChannelHealth; (iv) ChannelHealth has not awarded or paid any bonuses to Former Employees or Employees employees of ChannelHealth with respect to the Companyfiscal year ended December 31, 1999, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s ChannelHealth's directors, officers, employees, agents officers or representatives employees or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents employees (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or representativescompensation expense of ChannelHealth); (cv) there has not been any material change by the Company ChannelHealth in accounting or Tax reporting principles, methods or policiespolicies except as required by GAAP; (dvi) ChannelHealth has not conducted its business other than in the Company ordinary course consistent with past practice; (vii) ChannelHealth has not failed to promptly pay and discharge material current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company ChannelHealth has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to IDX or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessIDX; (fix) the Company ChannelHealth has not mortgaged, pledged or subjected to any Lien Lien, other than a Permitted Exception, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyChannelHealth, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gx) the Company ChannelHealth has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (hxi) the Company ChannelHealth has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business and which, in the aggregate, would not be material to the Companybusiness consistent with past practice; (ixii) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company ChannelHealth has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $25,000 individually or $100,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxiii) the Company ChannelHealth has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregateProceeding; (lxiv) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company ChannelHealth has not made or revoked any loan toTax election (and no such election has been made or revoked on its behalf), and ChannelHealth has not (and no Person on ChannelHealth's behalf has) settled or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesscompromised a Tax dispute; and (nxv) the Company ChannelHealth has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.86.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.9, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, material adverse change nor has there occurred any event which is reasonably likely to result in a material adverse change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Purchaser having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Purchaser or any repurchase, redemption or other acquisition by the Purchaser of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Purchaser; (iv) the Purchaser has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyPurchaser with respect to the fiscal year ended December 31, 2004, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Purchaser's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Purchaser); (cv) there has not been any change by the Company Purchaser in accounting or Tax reporting principles, methods or policies; (dvi) the Company Purchaser has not failed to promptly pay and discharge current Liabilities except for Liabilities not material entered into any transaction or Contract or conducted its business other than in amountthe ordinary course consistent with past practice; (evii) the Company Purchaser has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Seller or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fviii) the Company Purchaser has not mortgaged, pledged or subjected to any Lien Lien, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyPurchaser, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gix) the Company Purchaser has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Purchaser; (hx) the Company Purchaser has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyPurchaser; (ixi) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company Purchaser has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $25,000 individually or $100,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxii) the Company Purchaser has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxiii) the Company Purchaser has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly disclosed in the Company Financial Statements, as otherwise contemplated by this Agreement or as set forth on Company Disclosure in Schedule 4.83.17, since the date of the Company Latest Balance Sheet DateSheet, (a) the Company has conducted the Business its business only in the Ordinary Course of Business ordinary course consistent with past practice and (b) there has not occurred or been entered into, as the case may be: (i) any eventevent having a Material Adverse Effect on the Company, change(ii) any event that could reasonably be expected to prevent or materially delay the performance of the Company’s obligations pursuant to this Agreement, occurrence (iii) any material change by the Company in its accounting methods, principles or circumstance thatpractices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the Company Units or any redemption, purchase or other acquisition of any of the Company’s securities, (v) any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan or Compensatory Plan of the Company, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of the Company, (vi) other than issuances of options pursuant to duly adopted option plans, the details of which have been disclosed in writing by the Company to Minn Shares, any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (vii) any amendment to the LLC Agreement, (viii) other than in the ordinary course of business consistent with past practice, any (A) capital expenditures by the Company, (B) purchase, sale, assignment or transfer of any material assets by the Company, (C) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of the Company, except for liens for Taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to on the Company. Without limiting , or (D) cancellation, compromise, release or waiver by the generality Company of any rights of material value or any material debts or claims, (ix) any incurrence by the foregoingCompany of any material liability (absolute or contingent), since except for current liabilities and obligations incurred in the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8: ordinary course of business consistent with past practice, (ax) there has not been any damage, destruction or similar loss, whether or not covered by insurance, with respect to materially affecting the Purchased Assets having a replacement cost business or properties of more than $10,000 for the Company, (xi) entry into any single loss agreement, contract, lease or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) license other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, (xii) any acceleration, termination, modification or cancellation of any agreement, contract, lease or license to which the Company has not awarded is a party or paid by which it is bound, (xiii) entry by the Company into any bonuses loan or other transaction with or extension of credit to Former Employees any officers, directors or Employees employees of the CompanyCompany or Affiliates of family members thereof, except to (xiv) any charitable or other capital contribution by the extent accrued on Company or pledge therefore, (xv) entry by the Balance SheetCompany into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or entered into (xvi) any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, negotiation or similar agreement (nor amended any such agreement) or agreed by the Company to increase the compensation payable or to become payable by it to do any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees things described in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; preceding clauses (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; through (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8xv).

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8, since Since the Balance Sheet Date, (a) the Company has conducted operated the Business only in the Ordinary Course of Business, and the Company has incurred no Liabilities other than in the Ordinary Course of Business and (b) there has not been been: (a) any eventMaterial Adverse Change, change, or the occurrence or circumstance that, individually or in the aggregate, with of any other events, changes, occurrences or circumstances, has had or event that could reasonably be expected to have result in a Material Adverse Effect with respect to Change; (b) any change, not disclosed in the Financial Statements, in the accounting methods, practices or principles or cash management practices of the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:; (ac) there has not been any damagerevaluation by the Company of any of its assets, destruction including without limitation the write-down or losswrite-off of notes, whether accounts receivable or not covered by insuranceinventory, with respect to the Purchased Assets having a replacement cost of more other than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (bd) other than any sale, assignment, transfer, distribution, mortgage or pledge of any of the properties or assets of Seller, except sales of inventory in the Ordinary Course of Business, or the Company has not awarded placement of any Encumbrance on any of the properties or paid any bonuses to Former Employees or Employees assets of the Company; (e) any known failure to use commercially reasonable efforts to preserve the Business, except to keep available to the extent accrued Business the services of its key employees and to preserve for the Business the goodwill of its suppliers, franchisees, customers and others having business relations with it; (f) any breach or default (or event that with notice or lapse of time would constitute a breach or default), acceleration, termination (or threatened termination), modification or cancellation of any Company Contract by any party (including the Company ); (g) except as set forth on the Balance SheetSchedule 2.6(g), or any Contract entered into by the Company that (i) is not terminable upon thirty (30) days or less notice or (ii) involves the payment or receipt by the Company of more than $25,000; (h) any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreementi) or agreed to increase in the compensation payable or to become payable by it the Company to any of its employees, including without limitation any bonuses other than a three percent (3%) across the board raise given to all of the Company’s directorsemployees in 2007; (ii) adoption, officers, employees, agents amendment or representatives or agreed to increase in the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leaveEmployee Benefit Plan or Benefit Arrangement or (iii) amendment or execution of any employment, deferred compensation, bonus severance, consulting, non-competition, employee retention plan or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (c) there has not been any change by similar agreement to which the Company in accounting is a party or Tax reporting principles, methods or policies; (d) involving an employee of the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Companyemployment terminable at will without penalty); (i) any termination of employment (whether voluntary or involuntary) of, or receipt or expectation of receipt of any resignation by, any key employee of the Company has not issuedBusiness, created, incurred, assumed or guaranteed any Indebtedness, except termination of employment (whether voluntary of involuntary) of employees of the Business materially in the Ordinary Course excess of Businesshistorical attrition in personnel; (j) except as set forth on Schedule 2.6(j), any transaction between the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Datea Related Party; (k) any cancellations or waivers of any claims or rights of the Company has not instituted or settled any of material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregatevalue; (l) the Company has not granted any license or sublicense execution of any rights under or with respect to any Intellectual Property or Technology of capital leases by the Company; (m) any other transaction, agreement or commitment entered into or affecting the Business or the assets of the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; andor (n) the Company has not agreed, committed, arranged any agreement or entered into any understanding to do anything set forth in this Section 4.8do, or resulting in, any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.9, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, material adverse change nor has there occurred any event which is reasonably likely to result in a material adverse change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Purchaser having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Purchaser or any repurchase, redemption or other acquisition by the Purchaser of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Purchaser; (iv) the Purchaser has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyPurchaser with respect to the fiscal year ended August 31, 2006, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Purchaser's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Purchaser); (cv) there has not been any change by the Company Purchaser in accounting or Tax reporting principles, methods or policies; (dvi) the Company Purchaser has not failed to promptly pay and discharge current Liabilities except for Liabilities not material entered into any transaction or Contract or conducted its business other than in amountthe ordinary course consistent with past practice; (evii) the Company Purchaser has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Seller or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fviii) the Company Purchaser has not mortgaged, pledged or subjected to any Lien Lien, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyPurchaser, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gix) the Company Purchaser has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Purchaser; (hx) the Company Purchaser has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyPurchaser; (ixi) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company Purchaser has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $25,000 individually or $100,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxii) the Company Purchaser has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxiii) the Company Purchaser has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8Agreement, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, material adverse change nor has there occurred any event which is reasonably likely to result in a material adverse change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Purchaser having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Purchaser or any repurchase, redemption or other acquisition by the Purchaser of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Purchaser; (iv) the Purchaser has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, Purchaser except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Purchaser's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Purchaser); (cv) except for the change to the fiscal year end as reported in its filings with the Securities and Exchange Commission, there has not been any change by the Company Purchaser in accounting or Tax reporting principles, methods or policies; (dvi) the Company Purchaser has not failed to promptly pay and discharge current Liabilities except for Liabilities not material entered into any transaction or Contract or conducted its business other than in amountthe ordinary course consistent with past practice; (evii) the Company Purchaser has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any acquisition of the securities fees or assets of, expenses to any other Person, other than advances to Employees in the Ordinary Course of BusinessAffiliate; (fviii) except as reported in its filings with the Company Securities and Exchange Commission, the Purchaser has not mortgaged, pledged or subjected to any Lien Lien, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyPurchaser, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gix) the Company Purchaser has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Purchaser; (hx) the Company Purchaser has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyPurchaser; (ixi) except as reported in its filings with the Company has not issuedSecurities and Exchange Commission, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company Purchaser has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $25,000 individually or $100,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxii) the Company Purchaser has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxiii) the Company Purchaser has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.808.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8in any document executed and delivered between IWM and Cherry in connection with the execution of this Agreement, since the Balance Sheet Date, Date (ai) the Company IWM and each of its Subsidiaries has conducted the Business their business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, aggregate with any other such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Companymaterial negative effect on IWM or any of its Subsidiaries. Without limiting the generality of the foregoing, since the Balance Sheet Date Date, except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8in any document executed and delivered between IWM and Cherry in connection with the execution of this Agreement: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) other than in the Ordinary Course of Business, the Company IWM has not awarded or paid any bonuses to Former Employees employees of IWM or Employees any of its Subsidiaries with respect to the Companyfiscal year ended December 31, 2015, except to the extent accrued on the IWM Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the CompanyIWM’s or any of its Subsidiaries’ directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (cii) there neither IWM nor any of its Subsidiaries has not been entered into any change by the Company in accounting transaction or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, Contract other than advances to Employees in the Ordinary Course of Business; (fiii) the Company has not mortgaged, pledged or subjected to any Lien neither IWM nor any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, Subsidiaries has failed to promptly pay and discharge current liabilities except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of where disputed in the Ordinary Course of Businessgood faith by appropriate proceedings; (giv) the Company neither IWM nor any of its Subsidiaries has not discharged made any loans, advances or satisfied capital contributions to, or investments in, any Lien, Person or paid any Liabilityfees or expenses to any stockholder or any director, except in the Ordinary Course officer, partner, stockholder or Affiliate of Businessany stockholder; (hv) the Company neither IWM nor any of its Subsidiaries has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $1,000 individually or $1,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kvi) the Company neither IWM nor any of its Subsidiaries has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 1,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (nvii) the Company neither IWM nor any of its Subsidiaries has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly disclosed in the LOCATEPLUS Financial Statements or as otherwise contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8Agreement, since the Balance Sheet DateDecember 31, (a) the Company 2005, LOCATEPLUS has conducted the Business only its business in all material respects in the Ordinary Course ordinary course consistent with past practice and, except as permitted or contemplated by the terms of Business and (b) this Agreement, there has not been occurred (i) any eventevent that, changeto LOCATEPLUS's knowledge, occurrence would have a Material Adverse Effect on LOCATEPLUS, (ii) any event that, to LOCATEPLUS's knowledge, would reasonably be expected to prevent or circumstance thatmaterially delay the performance of LOCATEPLUS's obligations pursuant to this Agreement, (iii) any material change by LOCATEPLUS in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of capital stock of LOCATEPLUS or any redemption, purchase or other acquisition of any of LOCATEPLUS's securities, (v) any material increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of LOCATEPLUS, or any other material increase in the compensation payable or to become payable to any employees, officers, consultants or directors of LOCATEPLUS, (vi) other than issuances of options pursuant to duly adopted option plans, any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by LOCATEPLUS, (vii) any amendment to the certificate of incorporation or bylaws of LOCATEPLUS, (viii) other than in the ordinary course of business consistent with past practice, (ix) any capital expenditures by LOCATEPLUS, (x) purchase, sale, assignment or transfer of any material assets by LOCATEPLUS, (xi) mortgage, pledge or existence of any Lien on any material assets or properties, tangible or intangible, of LOCATEPLUS, except for Liens for taxes not yet due and such other Liens which do not, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect on LOCATEPLUS, or (xii) cancellation, compromise, release or waiver by LOCATEPLUS of any rights of material value or any material debts or claims, (xiii) any incurrence by LOCATEPLUS of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with respect to the Company. Without limiting the generality of the foregoingpast practice, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8: (axiv) there has not been any damage, destruction or similar loss, whether or not covered by insurance, with respect to materially affecting the Purchased Assets having a replacement cost business or properties of more than $10,000 for LOCATEPLUS, (xv) entry into any single loss agreement, contract, lease or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) license other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, (xvi) any acceleration, termination, modification or cancellation of any agreement, contract, lease or license to which LOCATEPLUS is a party or by which it is bound, (xvii) entry by LOCATEPLUS into any loan or other transaction with any officers, directors or employees of LOCATEPLUS, (xviii) any charitable or other capital contribution by LOCATEPLUS or pledge therefore, (xviv) entry by LOCATEPLUS into any transaction of a material nature other than in the Company has not awarded or paid any bonuses to Former Employees or Employees ordinary course of the Company, except to the extent accrued on the Balance Sheetbusiness consistent with past practice, or entered into (xx) any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, negotiation or similar agreement (nor amended any such agreement) or agreed by LOCATEPLUS to increase the compensation payable or to become payable by it to do any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees things described in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; preceding clauses (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; through (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8xviv).

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8, since (a) Since the Balance Sheet Date, Date (ai) the Company has conducted the Business its business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, that has had or could reasonably be expected to have a Material Adverse Effect with Effect, other than any cash dividend or other cash distribution in respect to of the capital stock of the Company. . (b) Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 50,000 for any single loss or $50,000 200,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bii) other than in the Ordinary Course of Business, the Company has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employeesEmployees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employeesEmployees, agents or representatives; (ciii) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (div) the Company has not made or rescinded any election relating to Taxes or settled or compromised any claim relating to Taxes; (v) the Company has not entered into any transaction or Contract or conducted its business other than in the Ordinary Course of Business; (vi) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amountliabilities; (evii) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to Seller or any acquisition director, officer, partner, stockholder or Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fviii) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (hix) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (ix) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (lxi) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the CompanyProperty; (mxii) the Company has not made instituted or settled any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of BusinessProceeding; and (nxiii) neither Seller nor the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.10. (c) Since May 1, 2012, except as disclosed on Schedule 5.10, the Company has not made or committed to make any capital expenditures or capital additions or betterments.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8Agreement, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change nor has there occurred any event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of Jaguar having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of Jaguar or any repurchase, redemption or other acquisition by the Ordinary Course Jaguar of Businessany outstanding shares of capital stock or other securities of, the Company or other ownership interest in, Jaguar; (iv) Jaguar has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyJaguar with respect to the fiscal year ended December 31, 2000, except to the extent reflected or accrued on the Jaguar Unaudited Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Jaguar's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company Jaguar awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of Jaguar); (cv) there has not been any change by the Company Jaguar in accounting or Tax tax reporting principles, methods or policies; (dvi) Jaguar has not entered into any transaction or Contract or conducted its business other than in the Company ordinary course consistent with past practice; (vii) except as set forth on Schedule 5.10(vii), the Jaguar has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company Jaguar has not made any loans, advances or capital investment contributions to, or investments in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (fix) the Company Jaguar has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyJaguar, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gx) the Company Jaguar has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Jaguar; (hxi) the Company Jaguar has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyJaguar; (ixii) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company Jaguar has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $10,000 individually or $50,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxiii) the Company Jaguar has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of BusinessProceeding; and (nxiv) the Company Jaguar has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.85.10.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the unaudited consolidated balance sheet of the Company Disclosure and the Subsidiaries as at December 31, 2006 or on Schedule 4.85.9, since the Balance Sheet Date, Date (ai) the Company has and the Subsidiaries have conducted the Business their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, aggregate with any other such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoingforegoing (but subject to the overall qualifications in clauses (i) and (ii) above), since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (ai) there has not been any material damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost property and assets of more than $10,000 for the Company or any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of BusinessSubsidiary; (bii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company or any Subsidiary of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Subsidiary; (iii) with respect to its directors, officers, employees and consultants, neither the Company nor any of the Subsidiaries has not (A) awarded or paid agreed to pay any bonuses to Former Employees or Employees of the Company, except with respect to the extent accrued on the Balance Sheetfiscal year ended December 31, 2006 (B) amended or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leaveconsulting, deferred compensation, bonus or other incentive compensation, change in control, retention, severance, termination or similar agreement, (C) increased the compensation or remuneration payable or to become payable, (D) increased the coverage or benefits under any deferred compensation, bonus or other incentive compensation, change in control, retention, severance, termination vacation, company awards, salary continuation, insurance, pension retirement or other employee benefit plan, payment or arrangement made toarrangement, for or with such directors(E) forgiven any loan indebtedness or, officersexcept as required by any Company Plan, employees, agents or representativesgranted any loan; (civ) there has not been any change by the Company or any Subsidiary in accounting or Tax reporting principles, methods or policies; (dv) neither the Company nor any Subsidiary has not failed made or rescinded any election relating to promptly pay and discharge current Liabilities except for Liabilities not material in amountTaxes or settled or compromised any claim relating to Taxes; (evi) neither the Company nor any Subsidiary has not made entered into any capital investment in, any loan to, material transaction or any acquisition of the securities or assets of, any other Person, Contract other than advances to Employees in the Ordinary Course of Business; (fvii) neither the Company nor any Subsidiary has not failed to pay and discharge material current liabilities except where disputed in good faith by appropriate proceedings; (viii) neither the Company nor any Subsidiary has made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any Signing Stockholder or any director, officer, partner, stockholder or Affiliate of any Signing Stockholder; (ix) neither the Company nor any Subsidiary has (A) mortgaged, pledged or subjected to any Lien any of its assets, or (B) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyCompany or any Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (gx) neither the Company nor any Subsidiary has not discharged or satisfied any material Lien, or paid any material Liability, except in the Ordinary Course of Business; (hxi) neither the Company nor any Subsidiary has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyCompany and the Subsidiaries taken as a whole; (ixii) neither the Company nor any Subsidiary has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue betterments in excess of $10,000 50,000 individually or in amounts exceeding $50,000 1 million in the aggregate; (lxiii) neither Company nor any Subsidiary has issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness in an amount in excess of $200,000 in the aggregate; (xiv) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) owned by the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, Subsidiaries except for any advances made to Employees in the Ordinary Course of Business; (xv) neither the Company nor any Subsidiary has instituted or settled any Legal Proceeding except in the Ordinary Course of Business; (xvi) Neither the Company nor any of its Subsidiaries has made any payments, or has obligated itself to make any payments, to any Signing Stockholder or their Affiliates or family members and neither the Company nor any of its Subsidiaries has made any payments, or has obligated itself to make any payments, to the Agency; and (nxvii) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.9, since the Balance Sheet Date, (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.84.9: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Company Assets having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) other than in the Ordinary Course of Business, the Company has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directorsmanagers, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directorsmanagers, officers, employees, agents or representatives; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directorsmanagers, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change nor has there occurred any event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Purchaser or any Subsidiary having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Purchaser or any repurchase, redemption or other acquisition by the Purchaser or any Subsidiary of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Purchaser or any Subsidiary; (iv) neither the Purchaser nor any Subsidiary has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyPurchaser or any Subsidiary with respect to the fiscal year ended March 31, 2000, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Purchaser's or any Subsidiary's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company Purchaser awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Purchaser and its Subsidiaries taken as a whole); (cv) there has not been any change by the Company Purchaser or any Subsidiary in accounting or Tax tax reporting principles, methods or policies; (dvi) neither the Company Purchaser nor any Subsidiary has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice; (vii) neither the Purchaser nor any Subsidiary has failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) neither the Company Purchaser nor any Subsidiary has not made any loans, advances or capital investment contributions to, or investments in, any loan toofficer, director, employee, affiliate (natural person or business entity) or relative of any acquisition of the securities foregoing (collectively, "Affiliate") or assets of, paid any other Person, other than advances fees or expenses to Employees in any Affiliate of the Ordinary Course of BusinessPurchaser; (fix) neither the Company Purchaser nor any Subsidiary has not mortgaged, pledged or subjected to any Lien lien, charge or encumbrance any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyPurchaser or any Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gx) neither the Company Purchaser nor any Subsidiary has not discharged or satisfied any Lienlien, charge or encumbrance, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Purchaser and its Subsidiaries taken as a whole; (hxi) neither the Company Purchaser nor any Subsidiary has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyPurchaser and its Subsidiaries taken as a whole; (ixii) neither the Company Purchaser nor any Subsidiary has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue betterments in excess of $10,000 50,000 individually or in amounts exceeding $50,000 100,000 in the aggregate; (lxiii) neither the Company Purchaser nor any Subsidiary has not granted instituted or settled any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businessmaterial legal proceeding; and (nxiv) neither the Company Purchaser nor any Subsidiary has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.83.9, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change nor has there occurred any event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company or any Subsidiary having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company or any Subsidiary of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Subsidiary; (iv) neither the Company nor any Subsidiary has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany or any Subsidiary with respect to the fiscal year ended October 31, 2004, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's or any Subsidiary's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Company and its Subsidiaries taken as a whole); (cv) there has not been any change by the Company or any Subsidiary in accounting or Tax tax reporting principles, methods or policies; (dvi) neither the Company nor any Subsidiary has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice; (vii) neither the Company nor any Subsidiary has failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) neither the Company nor any Subsidiary has not made any loans, advances or capital investment contributions to, or investments in, any loan to, person or paid any acquisition of the securities fees or assets of, expenses to any other Person, other than advances to Employees in the Ordinary Course of Businessaffiliate; (fix) neither the Company nor any Subsidiary has not mortgaged, pledged or subjected to any Lien lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyCompany or any Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gx) neither the Company nor any Subsidiary has not discharged or satisfied any Lienlien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Company and its Subsidiaries taken as a whole; (hxi) neither the Company nor any Subsidiary has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyCompany and its Subsidiaries taken as a whole; (ixii) neither the Company nor any Subsidiary has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue betterments in excess of $10,000 20,000 individually or in amounts exceeding $50,000 40,000 in the aggregate; (lxiii) neither the Company nor any Subsidiary has instituted or settled any material legal proceeding; and (xiv) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.83.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.85.7, since the Balance Sheet Date, (a) the Company has and the Subsidiaries have conducted the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, aggregate with any other such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets of any Group Company having a replacement cost of more than $10,000 15,000 for any single loss or $50,000 75,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bii) other than in the Ordinary Course of Business, the Company there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any equity interests in any Group Company or any repurchase, redemption or other acquisition by any Group Company of any outstanding equity interests or other ownership interest in any other Group Company; (iii) none of the Group Companies has awarded or paid any bonuses to Former Employees former employees or Employees employees of any Group Company with respect to the Companyfiscal year ended December 31, 2006 or subsequent periods, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Group Company’s directors, officers, employees, agents or representatives or increased or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (civ) there has not been any change by the any Group Company in accounting or Tax reporting principles, methods or policies; (dv) none of the Company Group Companies has not made or rescinded any election relating to Taxes or settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes; (vi) none of the Group Companies has failed to promptly pay and discharge current Liabilities liabilities except for Liabilities liabilities not material in amountamount that are disputed in good faith by appropriate proceedings; (evii) none of the Company Group Companies has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, Person other than advances to Employees in the Ordinary Course of Business; (fviii) none of the Company Group Companies has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the any Group Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gix) none of the Company Group Companies has not discharged or satisfied any Lien, or paid any obligation or Liability, except in the Ordinary Course of Business; (hx) none of the Company Group Companies has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyCompany and the Subsidiaries taken as a whole; (ixi) none of the Company Group Companies has not issued, created, incurred, assumed or guaranteed any Indebtedness, except Indebtedness in an amount in excess of $75,000 in the Ordinary Course of Businessaggregate; (jxii) none of the Company Group Companies has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for $15,000 individually or $75,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxiii) none of the Company Group Companies has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (lxiv) none of the Company Group Companies has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the CompanyProperty; (mxv) none of the Company Group Companies has not made any loan to, or entered into any other transaction with, any of its unitholdersshareholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (nxvi) none of the Company Group Companies has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.7.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.83.14, since the Balance Sheet Date, Date (ai) the Company and each Subsidiary has conducted the Business its respective business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, that has had or could reasonably be expected to have a Material Adverse Effect with respect to on the CompanyCompany or any Subsidiary. Without limiting the generality of the foregoing, except as set forth on Schedule 3.14, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company or any Subsidiary having a replacement cost of more than $10,000 100,000 for any single loss or $50,000 300,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (b) other than in the Ordinary Course of Businessexcept as described on Schedule 3.20, neither the Company nor any Subsidiary has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany or any Subsidiary with respect to the fiscal year ended December 31, 2011, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s or any Subsidiary’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives. Sellers reserve the right to award and pay Change-in-Control Payments at or prior to Closing in accordance with this Agreement, provided that any such payments to any individual shall not exceed $100,000 in the aggregate; (c) there has not been any change by the Company or any Subsidiary in accounting or Tax reporting principles, methods or policies; (d) neither the Company nor any Subsidiary has not failed made, changed or rescinded any election relating to promptly pay and discharge current Liabilities Taxes, settled or compromised any Tax liability, or except as may be required by applicable law, made any change to any of its methods of reporting income or deductions for Liabilities not material federal income tax purposes from those employed in amountthe preparation of its most recently filed federal income tax return, surrendered any right in respect of Taxes, consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes or amended any Tax Return; (e) neither the Company nor any Subsidiary has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances failed to Employees timely pay and discharge current liabilities except where disputed in the Ordinary Course of Businessgood faith by appropriate proceedings; (f) neither the Company nor any Subsidiary has not made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any Seller or any Affiliate of any Seller; (g) neither the Company nor any Subsidiary has mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyCompany or any Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gh) neither the Company nor any Subsidiary has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyCompany or any Subsidiary taken as a whole; (i) neither the Company nor any Subsidiary has made or committed to make any capital expenditures or capital additions or betterments in excess of $200,000 individually or $500,000 in the aggregate, which amounts are not otherwise a part of the current annual operating plan furnished to Buyer; (j) neither the Company nor any Subsidiary has issued, created, incurred, assumed or guaranteed any Indebtedness, indebtedness in an amount in excess of $500,000 except for Accounts Payable incurred in the Ordinary Course of Business; (jk) neither the Company nor any Subsidiary has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any material Intellectual Property Property; (l) neither the Company nor any Subsidiary has instituted or Technology of the Company;settled any material Legal Proceeding; and (m) none of the Sellers, the Company nor any Subsidiary has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.83.14.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.85.9, since the Balance Sheet Date, Date through the date hereof (ai) the Company has and its Subsidiaries have conducted the Business their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets tangible property and assets of the Company or any Subsidiary having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (b) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company or any Subsidiary of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Subsidiary; (c) except as set forth on Schedule 5.9(c), neither the Company nor any Subsidiary has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany or any Subsidiary with respect to the fiscal year ended December 31, 2004, except to the extent accrued on the Balance Sheetpreviously disclosed to Parent in writing, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement other than employment offer letters for at-will employment (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s or any Subsidiary’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (cd) there has not been any material change by the Company or any Subsidiary in accounting or Tax reporting principles, methods or policies; (de) neither the Company nor any Subsidiary has not failed to promptly pay and discharge current Liabilities material liabilities except for Liabilities not material where disputed in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Businessgood faith by appropriate proceedings; (f) except as set forth on Schedule 5.9(f), neither the Company nor any Subsidiary has not made any loans, cash advances, or capital contributions to, or investments in, any Person or paid any fees or expenses to any stockholder of the Company or any director, officer, partner, stockholder or Affiliate of the Company or any Subsidiary; (g) neither the Company nor any Subsidiary has mortgaged, pledged or been subjected to any Lien on any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any material assets of the CompanyCompany or any Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gh) neither the Company nor any Subsidiary has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent) in excess of $20,000 individually or $100,000 in the aggregate, except in the Ordinary Course of Business; (hi) neither the Company nor any Subsidiary has not canceled or compromised any debt or pending claim or amended, modified, canceled, terminated, relinquished, waived or released any Material Contract or material right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) neither the Company nor any Subsidiary has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $20,000 individually or $100,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (k) except as set forth on Schedule 5.9(k), neither the Company nor any Subsidiary has not instituted issued, created, incurred, assumed or settled guaranteed any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregateIndebtedness; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property Property, except licenses granted to customers in the Ordinary Course of Business and parties to the Agreements listed in Schedule 5.14 under the heading “Material Technology Partner Agreements” (“Material Technology Partners”) and non-exclusive licenses granted in the Ordinary Course of Business to other developers of standards-based applications for wireless networks working on projects with the Company (“Technology Partners”) pursuant to other agreements that individually or Technology of in the aggregate are not material to the Company; (m) neither the Company nor any Subsidiary has not made received notice of, instituted or settled any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businessmaterial Legal Proceeding; and (n) the none of Company or any of its Subsidiaries has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.85.7, since the Balance Sheet Date, (ai) the Company Seller has conducted the Business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, aggregate with any other such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, except as set forth on Schedule 5.7, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bii) other than in the Ordinary Course of Business, the Company Seller has not awarded or paid any bonuses to Former Employees or Employees of the CompanySeller with respect to periods after December 31, 2005, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the CompanySeller’s directorspartners, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (ciii) there has not been any change by the Company Seller in accounting or Tax reporting principles, methods or policies; (div) the Company Seller has not made or rescinded any election relating to Taxes or settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes; (v) Seller has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities liabilities not material in amountamount or that are disputed in good faith by appropriate proceedings; (evi) the Company Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (fvii) the Company Seller has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanySeller, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gviii) the Company Seller has not discharged or satisfied any Lien, or paid any obligation or Liability, except in the Ordinary Course of Business; (hix) the Company Seller has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyBusiness or the Purchased Assets; (ix) the Company Seller has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (jxi) the Company Seller has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for $10,000 individually or $50,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxii) the Company Seller has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 except in the aggregateOrdinary Course of Business; (lxiii) the Company Seller has not granted any license or sublicense of any rights under or with respect to any Purchased Intellectual Property or Technology of the CompanyPurchased Technology; (mxiv) the Company Seller has not made any loan to, or entered into any other transaction with, any of its unitholdersshareholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (nxv) the Company Seller has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.7.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.85.7, since the Balance Sheet Date, (ai) the Company Seller has conducted the Business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, aggregate with any other such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $10,000 10,000.00 for any single loss or $50,000 20,000.00 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bii) other than in the Ordinary Course of Business, the Company Seller has not awarded or paid any bonuses (other than bonuses to be paid by Seller on or before the Closing), to Former Employees or Employees of Seller with respect to the Companyfiscal year that will end December 31, 2011, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the CompanySeller’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensationcompensation (other than bonuses to be paid by Seller on or before the Closing), insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (ciii) there has not been any change by the Company Seller in accounting or Tax reporting principles, methods or policies; (div) Seller has not made or rescinded any election relating to Taxes or settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or except as may be required by applicable law, made any change to any of its methods of reporting income or deductions for federal income tax purposes from those employed in the Company preparation of its most recently filed federal tax returns, in each case, to the extent related to the Business or the Purchased Assets; (v) Seller has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities liabilities not material in amountamount that are disputed in good faith by appropriate proceedings; (evi) the Company Seller has not made any capital investment in, any loan (other than loans to its employees in the Ordinary Course of Business, which shall not exceed $5,000) to, or any acquisition of the securities or assets of, any other Person, Person other than advances to Employees in the Ordinary Course of Business; (fvii) the Company Seller has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanySeller, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gviii) the Company Seller has not discharged or satisfied any Lien, or paid any obligation or Liability, except in the Ordinary Course of Business; (hix) the Company Seller has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanySeller taken as a whole; (ix) the Company Seller has not issued, created, incurred, assumed or guaranteed any Indebtedness, except Indebtedness in an amount in excess of $100,000.00 in the Ordinary Course of Businessaggregate; (jxi) the Company Seller has not made or committed to make any capital expenditures (aother than for vending machines and vehicles, which shall be disclosed to Purchaser in detail prior to the Closing) in excess of planned capital expenditures budgeted for $100,000.00 individually or $200,000.00 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or aggregate (b) which require any payment that may or will extend beyond the Closing Dateother than Arlington, Texas branch #7); (kxii) the Company Seller has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 100,000.00 in the aggregate; (lxiii) the Company Seller has not granted any license or sublicense of any rights under or with respect to any Purchased Intellectual Property or Technology of the CompanyProperty; (mxiv) the Company Seller has not made any loan (other than Employee loans) to, or entered into any other transaction with, any of its unitholdersshareholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of BusinessBusiness or bonuses that may be paid by Seller to its employees on or before the Closing; and (nxv) the Company Seller has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.7.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.85.9, since the Balance Sheet Date, Date (ai) the Company has and its Subsidiaries have conducted the Business their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company or any Subsidiary having a replacement cost of more than $10,000 50,000 for any single loss or $50,000 200,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (b) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company or any Subsidiary of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Subsidiary; (c) except as set forth on Schedule 5.9(c), neither the Company nor any Subsidiary has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany or any Subsidiary with respect to the fiscal year ended December 31, 2003, except to the extent accrued on the Balance Sheetpreviously disclosed to Parent in writing, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's or any Subsidiary's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (cd) there has not been any material change by the Company or any Subsidiary in accounting or Tax reporting principles, methods or policies; (de) neither the Company nor any Subsidiary has not made or changed any material election concerning Taxes or Tax Returns, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement with respect to Taxes, settled any Tax claim or assessment or surrendered any right to claim a refund of Taxes or obtained or entered into any Tax ruling; (f) neither the Company nor any Subsidiary has failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eg) except as set forth on Schedule 5.9(g), neither the Company nor any Subsidiary has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any stockholder of the Company or any acquisition director, officer, partner, stockholder or Affiliate of the securities Company or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSubsidiary; (fh) neither the Company nor any Subsidiary has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyCompany or any Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gi) neither the Company nor any Subsidiary has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course of BusinessBusiness and which, in the aggregate, would not be material to the Company and its Subsidiaries taken as a whole; (hj) neither the Company nor any Subsidiary has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyCompany and its Subsidiaries taken as a whole; (ik) neither the Company nor any Subsidiary has not made or committed to make any capital expenditures or capital additions or betterments in excess of $50,000 individually or $200,000 in the aggregate; (l) except as set forth on Schedule 5.9(l), neither the Company nor any Subsidiary has issued, created, incurred, assumed or guaranteed any Indebtedness; (m) neither the Company nor any Subsidiary has failed to pay any medical claim liability or Indebtedness when due, and all such claim liabilities have been properly recorded in the accounts of the Company and its Subsidiaries, except for any such failure attributable to a claim contested by the Company or any of its Subsidiaries in good faith in the Ordinary Course of BusinessBusiness (provided an appropriate reserve is established therefor); (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (ln) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the CompanyProperty; (mo) neither the Company nor any Subsidiary has not made received notice of, instituted or settled any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businessmaterial Legal Proceeding; and (np) the none of Company or any of its Subsidiaries has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.9.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth on Company Section 4.9 of the Disclosure Schedule 4.8Schedule, since the Balance Sheet DateMay 30, 2014 (ai) the Company has conducted the Business only in the Ordinary Course of Business Business, (ii) there has not been any damage, destruction or loss with respect to any material property or asset of the Business, (iii) issuance of or change in the authorized or issued membership interests of the Company; purchase, redemption, retirement, or other acquisition by the Company of any membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of the membership interests of the Company, and (biv) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Effect. (b) Without limiting the generality of the foregoing, since the Balance Sheet Date or foregoing and except as set forth on Company Section 4.9 of the Disclosure Schedule 4.8: (a) there has not been any damageSchedule, destruction or losssince May 30, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) other than in the Ordinary Course of Business2014, the Company has not not: (i) declared, set aside or paid any dividend or made any other distribution in respect of any membership interest (or other equity interest) of the Company; (ii) repurchased, redeemed or acquired any outstanding membership interest (or other equity interest) or other securities of, or other ownership interest in, the Company; (iii) awarded or paid any bonuses to Former Employees any Business Employee (as defined in Section 4.11(b)) or Employees of the Companyany Physician (as defined in Section 4.11(a)), except to the extent accrued other than as set forth on the Balance Sheet, or Disclosure Schedule; (iv) entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesthe Company Benefit Plan (as defined in 4.12(a)); (cv) there has not been any change by the Company in changed its accounting or Tax reporting principles, methods or policies; (dvi) the Company has not made or rescinded any election relating to Taxes, settled or compromised any claim relating to Taxes; (vii) failed to promptly pay and discharge current Liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan toPerson or paid any fees or expenses to any director, officer, partner, member or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessAffiliate; (fix) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, properties or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of rights relating to the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (gx) the Company has not discharged terminated, entered into or satisfied amended any Lien, or paid any Liability, except Material Contract (as defined in the Ordinary Course of BusinessSection 4.16(a)); (hxi) the Company has not canceled made or compromised committed to make any debt capital expenditures in excess of $5,000 individually or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, $15,000 in the aggregate, would not be material to the Company; (ixii) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (jxiii) suffered any material change in the Company has not made productivity or committed to make any capital expenditures compensation of the Physicians (aas defined in Section 4.11(a)) as reflected in excess Section 4.11 of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing DateDisclosure Schedule; (kxiv) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate;Proceeding; or (lxv) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding agreement to do anything set forth in this Section 4.8any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.85.10, since the Balance Sheet Date, Date (ai) the Company has and its Subsidiaries have conducted the Business their respective businesses only in the Ordinary Course of Business in all material respects and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, that has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company or any Subsidiary having a replacement cost of more than $10,000 50,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company or any Subsidiary of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Subsidiary; (iii) neither the Company nor any Subsidiary has not (A) awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany or any Subsidiary with respect to the fiscal year ended December 31, 2006, except to the extent awarded and accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement), (B) or agreed to increase the compensation payable or to become payable by it to any of the Company’s or any Subsidiary’s directors, officers, employees, agents or representatives representatives, other than routine salary and hourly wage increases in the Ordinary Course of Business, or (C) agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (civ) there has not been any change by the Company or any Subsidiary in accounting or Tax reporting principles, methods or policies; (dv) neither the Company nor any Subsidiary has not made or rescinded any election relating to Taxes, or settled or compromised any claim relating to Taxes; (vi) neither the Company nor any Subsidiary has failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees liabilities in the Ordinary Course of BusinessBusiness except where disputed in good faith by appropriate proceedings; (fvii) neither the Company nor any Subsidiary has not made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any Seller or any director, officer, partner, stockholder or Affiliate of any Seller, other than expense reimbursements made in the Ordinary Course of Business in accordance with Company policy; (viii) neither the Company nor any Subsidiary has mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyCompany or any Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gix) neither the Company nor any Subsidiary has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course of BusinessBusiness and which, in the aggregate, would not be material to the Company and its Subsidiaries taken as a whole; (hx) neither the Company nor any Subsidiary has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyCompany and its Subsidiaries taken as a whole; (ixi) neither the Company nor any Subsidiary has not made or committed to make any capital expenditures or capital additions or betterments in excess of $50,000 individually or $100,000 in the aggregate; (xii) neither the Company nor any Subsidiary has issued, created, incurred, assumed or guaranteed any Indebtedness, except Indebtedness in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue an amount in excess of $10,000 individually or in amounts exceeding $50,000 100,000 in the aggregate; (lxiii) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the CompanyProperty; (mxiv) neither the Company nor any Subsidiary has not made instituted or settled any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businessmaterial Legal Proceeding; and (nxv) none of the Sellers or the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.10.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.9, since the Balance Sheet Date, Date (ai) the Company has and the Subsidiaries have conducted the Business their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, aggregate with any other such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, except as set forth on Schedule 4.9, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8: (a) Date: · there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company or any Subsidiary having a replacement cost of more than $10,000 100,000 for any single loss or $50,000 250,000 for all such losses losses; · there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of the Company or any repurchase, redemption or other acquisition by the Company or any Subsidiary of any outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Subsidiary; · except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) other than in the Ordinary Course of Business, neither the Company nor any Subsidiary has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, Company or any Subsidiary except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s or any Subsidiary’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (c) ; · there has not been any change by the Company or any Subsidiary in accounting or Tax reporting principles, methods or policies; (d) ; · neither the Company nor any Subsidiary has not made or rescinded any election relating to Taxes or settled or compromised any claim relating to Taxes; · [omitted]; · neither the Company nor any Subsidiary has failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amount; (e) good faith by appropriate proceedings; · neither the Company nor any Subsidiary has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Selling Stockholder or any acquisition director, officer, partner, stockholder or Affiliate of the securities or assets of, any other Person, Selling Stockholder (other than advances to Employees reimbursements of business expenses incurred and reimbursed in the Ordinary Course of Business; (f) ); · neither the Company nor any Subsidiary has not (A) mortgaged, pledged or subjected to any Lien any of its assets, or (B) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyCompany or any Subsidiary, except except, in the case of clause (B), for assets acquired or acquired, sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (g) ; · [omitted]; · neither the Company nor any Subsidiary has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and or which, in the aggregate, would not be material to the Company; (i) Company and the Subsidiaries taken as a whole; · neither the Company nor any Subsidiary has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue betterments in excess of $10,000 100,000 individually or in amounts exceeding $50,000 2,500,000 in the aggregate; (l) ; · [omitted]; · the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) owned by the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, Subsidiaries except for any advances made to Employees in the Ordinary Course of Business; and (n) · neither the Company nor any Subsidiary has instituted or settled any Legal Proceeding resulting in a loss of revenue in excess of $250,000 in the aggregate; and · none of the Selling Stockholders or the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.85.8, since the Balance Sheet Date, Date through the date hereof (ai) the Company has and the Company Subsidiaries have conducted the Business their respective businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Company Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets tangible property and assets of the Company or any Company Subsidiary having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 75,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (b) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company or any Company Subsidiary of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Company Subsidiary; (c) except as set forth on Schedule 5.8(c), neither the Company nor any Company Subsidiary has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany or any Company Subsidiary with respect to the fiscal year ended December 31, 2012, except to the extent accrued on the Balance Sheetpreviously disclosed to Parent in writing, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s or any Company Subsidiary’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (cd) there has not been any change by the Company or any Company Subsidiary in accounting or Tax reporting or accounting principles, methods or policies; (d) policies nor has the Company has not failed or any Company Subsidiary made any adjustment to promptly pay its books and discharge current Liabilities records, or recharacterized any assets or liabilities, except for Liabilities not material in amountas may have been required by GAAP (provided that such changes are disclosed on Schedule 5.8(d)); (e) except as set forth on Schedule 5.8(e), neither the Company nor any Company Subsidiary has not made any loans, cash advances, or capital investment contributions to, or investments in, any loan toPerson or paid any fees or expenses to any director, officer, partner, stockholder or Affiliate of the Company or any acquisition of the securities or assets of, any other Person, Company Subsidiary other than advances pursuant to Employees in the Ordinary Course of Businessexisting employment arrangements as set forth on Schedule 5.8(e); (f) neither the Company nor any Company Subsidiary has not mortgaged, pledged or been subjected to any Lien on any of its assets, or except in the Ordinary Course of Business acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any material assets of the Company, except for assets acquired Company or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of BusinessCompany Subsidiary; (g) except as set forth on Schedule 5.8(g), neither the Company nor any Company Subsidiary has not discharged or satisfied any Lien, or paid any Liability, except obligation or liability (fixed or contingent) in excess of $25,000 individually or $75,000 in the Ordinary Course of Businessaggregate; (h) neither the Company nor any Company Subsidiary has not canceled or compromised any material debt or pending claim or amended, modified, canceled, terminated, relinquished, waived or released any Material Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Companyright; (i) neither the Company nor any Company Subsidiary has not made or committed to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or $75,000 in the aggregate; (j) except as set forth on Schedule 5.8(j), neither the Company nor any Company Subsidiary has issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property Property; (l) neither the Company nor any Company Subsidiary has received notice of, instituted or Technology settled any Legal Proceeding; (m) there has not been any change in the capital stock of the Company; (mn) there has not been any change or amendment to the Company’s certificate of incorporation or bylaws, or material change to any material contract or arrangement by which the Company or any Company Subsidiary is bound or to which any of their respective assets or properties is subject; (o) there has not made been the loss of the services of any loan tokey employee, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees material change in the Ordinary Course composition or duties of Businessthe senior management of the Company or any Company Subsidiary; (p) except as set forth on Schedule 5.8(p), neither the Company nor any Company Subsidiary has recorded any deferred revenue; (q) there has not been the loss or, to the Knowledge of the Company, threatened loss of any Material Customer; and (nr) none of Company or any of the Company Subsidiaries has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.9, since the Balance Sheet Date, Date (ai) the each Company has conducted the Business its businesses only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, aggregate with any other such events, changes, occurrences or circumstances, has had or could are reasonably likely to be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date Date, and except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.9: (a) there has not been any material damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost property and assets of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of BusinessCompany; (b) there has not been any declaration, setting aside or payment of any dividend or other than distribution in the Ordinary Course respect of Businessany shares of capital stock of any Company or any repurchase, the redemption or other acquisition by any Company of any outstanding shares of capital stock or other securities of, or other ownership interest in, any Company; (c) no Company has not awarded or paid any bonuses to Former Employees or Employees employees of such Company with respect to the Companyfiscal year ended December 31, 2010, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the such Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (cd) there has not been any change by the any Company in accounting or Tax reporting principles, methods or policies; (de) the no Company has not instituted or settled any Legal Proceeding or canceled or compromised any debt or claim or materially amended, canceled or terminated any Contract; (f) no Company has failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eg) the no Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to Seller or any acquisition director, officer, partner, shareholder or Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fh) the no Company has not (i) mortgaged, pledged or subjected to any Lien any of its assets, or (ii) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the such Company, except except, in the case of clause (ii), for assets acquired or acquired, sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gi) the no Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) or capital additions in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed $1,000,000; (j) no Company has issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing DateIndebtedness in an amount in excess of $1,000,000; (k) the no Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the owned by such Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (nl) the none of Seller or any Company has not agreed, committed, arranged committed or entered into any understanding to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.9, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, material adverse change nor has there occurred any event which is reasonably likely to result in a material adverse change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Purchaser having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Purchaser or any repurchase, redemption or other acquisition by the Purchaser of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Purchaser; (iv) the Purchaser has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyPurchaser with respect to the fiscal year ended July 31, 2012, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Purchaser's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Purchaser); (cv) there has not been any change by the Company Purchaser in accounting or Tax reporting principles, methods or policies; (dvi) the Company Purchaser has not failed to promptly pay and discharge current Liabilities except for Liabilities not material entered into any transaction or Contract or conducted its business other than in amount; the ordinary course consistent with past practice; Share Exchange Agreement (evii) the Company Purchaser has not made any loans, advances or capital investment contributions to, or investments in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, Person or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled fees or compromised expenses to any debt Seller or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense Affiliate of any rights under or with respect to any Intellectual Property or Technology of the CompanySeller; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.82.9, since December 31, 2005 (i) Consonus and the Balance Sheet Date, (a) the Company has Consonus Subsidiaries have conducted the Business their business only in the Ordinary Course ordinary course of Business business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, aggregate with any other such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Consonus Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or December 31, 2005, and except as set forth on Company Disclosure Schedule 4.82.9: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost property and assets, excluding accounts receivable, of Consonus or any Consonus Subsidiary of more than $10,000 for any single loss or $50,000 25,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bii) other than in the Ordinary Course of Business, the Company there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of Consonus or any repurchase, redemption or other acquisition by Consonus or any Consonus Subsidiary of any outstanding shares of capital stock or other securities of, or other ownership interest in, Consonus or any Consonus Subsidiary; (iii) neither Consonus nor any Consonus Subsidiary has awarded or paid any bonuses to Former Employees employees of Consonus or Employees of any Consonus Subsidiary with respect to the Companyfiscal year most recently ended, except to the extent accrued on the Consonus Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the CompanyConsonus’ or any Consonus Subsidiary’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives, except in each case, in the ordinary course of business; (civ) there has not been any change by the Company Consonus or any Consonus Subsidiary in accounting or Tax reporting principles, methods or policies; (dv) neither Consonus nor any Consonus Subsidiary has made or rescinded any election relating to Taxes or settled or compromised any claim relating to Taxes; (vi) neither Consonus nor any Consonus Subsidiary has entered into any material transaction or contract other than in the Company ordinary course of business and other than this Agreement; (vii) neither Consonus nor any Consonus Subsidiary has not failed to promptly pay and discharge material current Liabilities liabilities when due except where disputed in good faith or upon agreement with the third party for Liabilities not material in amountextended terms. (viii) neither Consonus nor any Consonus Subsidiary has made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any Consonus Holder or any director, officer, partner, stockholder or Affiliate of any Consonus Holder; (eix) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees except for capitalized leases entered into in the Ordinary Course ordinary course of Business; business, neither Consonus nor any Consonus Subsidiary has (fA) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or (B) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of Consonus, except, in the Companycase of clause (B), except for assets acquired or acquired, sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness; (gx) the Company neither Consonus nor any Consonus Subsidiary has not discharged or satisfied any Lien, or paid any Liabilityliability, except in the Ordinary Course ordinary course of Businessbusiness; (hxi) the Company neither Consonus nor any Consonus Subsidiary has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract contract or right except in the Ordinary Course ordinary course of Business business and which, in the aggregate, would not be material to the CompanyConsonus; (ixii) the Company neither Consonus nor any Consonus Subsidiary has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue betterments in excess of $10,000 5,000 individually or in amounts exceeding $50,000 25,000 in the aggregate; (lxiii) neither Consonus nor any Consonus Subsidiary has issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any material indebtedness, which shall not include purchase obligations under vendor or customer agreements entered into in the Company ordinary course of business; (xiv) neither Consonus nor any Consonus Subsidiary has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology except in the ordinary course of the Companybusiness; (mxv) the Company neither Consonus nor any Consonus Subsidiary has not made instituted any loan to, Legal Proceeding or entered into settled any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees Legal Proceeding which would in the Ordinary Course of Businessaggregate be material to Consonus; and (nxvi) neither the Company Consonus Principal Stockholder nor Consonus has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.82.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8Agreement, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, material adverse change nor has there occurred any event which is reasonably likely to result in a material adverse change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Parent having a replacement cost of more than $10,000 250,000 for any single loss or $50,000 1,000,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Parent or any repurchase, redemption or other acquisition by the Parent of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Parent; (iv) the Parent has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, Parent except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Parent's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Parent); (cv) there has not been any change by the Company Parent in accounting or Tax reporting principles, methods or policies; (dvi) the Company Parent has not failed to promptly pay and discharge current Liabilities except for Liabilities not material entered into any transaction or Contract or conducted its business other than in amountthe ordinary course consistent with past practice; (evii) the Company Parent has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Seller or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fviii) the Company Parent has not mortgaged, pledged or subjected to any Lien Lien, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyParent, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gix) the Company Parent has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Parent; (hx) the Company Parent has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyParent; (ixi) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company Parent has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $250,000 individually or $1,000,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxii) the Company Parent has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxiii) the Company Parent has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8Agreement, since the Company Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Effect nor has there occurred any event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Effect; (ab) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bc) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (d) the Company has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, Company except to the extent accrued on the Company Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Company); (ce) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (df) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material entered into any transaction or Contract other than in amountthe ordinary course consistent with past practice; (eg) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Seller or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fh) the Company has not mortgaged, pledged or subjected to any Lien Lien, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gi) the Company has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, are not material to the Company; (hj) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would is not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (jk) the Company has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue improvements in excess of $10,000 25,000 individually or in amounts exceeding $50,000 100,000 in the aggregate; (l) the Company has not granted instituted or settled any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company;material legal proceeding; and (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.83.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8Agreement, since the Balance Sheet Date: (i) except with regard to the bankruptcy filing by Sunterra Corporation, (a) which has been disclosed to the Company has conducted the Business only in the Ordinary Course of Business and (b) Purchaser, there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change nor has there occurred any event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 1,000 for any single loss or $50,000 5,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by any Seller or the Company of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (iv) except as set forth on Schedule 4.9(iv), the Company has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany with respect to the fiscal year ended December 31, 1999, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Company); (cv) there has not been any change by the Company in accounting or Tax tax reporting principles, methods or policies; (dvi) the Company has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice; (vii) except as set forth on Schedule 4.9(vii), the Company has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) except as set forth on Schedule 4.9(viii), the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Seller or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fix) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gx) the Company has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Company; (hxi) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (jxii) the Company has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $1,000 individually or $5,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxiii) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate;Proceeding; and (lxiv) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8Agreement, since the Balance Sheet Inception Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Effect nor has there occurred any event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Effect; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (iv) the Company has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, Company except to the extent accrued on the Balance Sheet, Company Financial Statements or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Company); (cv) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) ; the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material entered into any transaction or Contract or conducted its business other than in amountthe ordinary course consistent with past practice; (evi) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Seller or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fvii) the Company has not mortgaged, pledged or subjected to any Lien Lien, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gviii) the Company has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Company; (hix) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (jx) the Company has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $25,000 individually or $100,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxi) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate;legal proceeding; and (lxii) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.83.11.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.7, since the Purchaser Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has an event which had or could reasonably be expected to have a Material Adverse Effect with respect on Purchaser nor has there occurred any event which is reasonably likely to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth result in a Material Adverse Effect on Company Disclosure Schedule 4.8:Purchaser; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Seller having a replacement cost of more than $10,000 50,000 for any single loss or $50,000 100,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Seller or any repurchase, redemption or other acquisition by the Seller of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Seller; (iv) the Purchaser has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyPurchaser with respect to the fiscal year ended 2004, except to the extent accrued on the Purchaser Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the CompanyPurchaser’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Purchaser); (cv) there has not been any change by the Company Purchaser in accounting or Tax reporting principles, methods or policies; (dvi) the Company Purchaser has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice; (vii) the Purchaser has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company Purchaser has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to the Seller or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fix) the Company Purchaser has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanySeller, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gx) the Company Purchaser has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Seller; (hxi) the Company Purchaser has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyPurchaser; (ixii) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company Purchaser has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $50,000 individually or $200,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxiii) the Company Purchaser has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxiv) the Company Purchaser has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.85.7.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.10, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to event which would have a Material Adverse Effect with respect on the Company nor has there occurred any event which is reasonably likely to result in a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) except for dividends or distributions related to applicable Taxes (as defined in Section 4.11) through the Closing Date, there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by any Seller or the Company of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (iv) the Company has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, except to the extent accrued on the Balance Sheet, Company or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives, other than in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Company taken as a whole; (cv) there has not been any change by the Company in accounting or Tax tax reporting principles, methods or policies; (dvi) the Company has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice; (vii) the Company has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, person or paid any fees or expenses to any Seller or any acquisition Affiliate (as defined in Section 4.14) of the securities or assets of, any other Person, Seller other than advances to Employees in the Ordinary Course of Businessordinary course consistent with past practice; (fix) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gx) the Company has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Company taken as a whole; (hxi) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyCompany taken as a whole; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (jxii) the Company has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $20,000 individually or $40,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxiii) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxiv) none of the Sellers nor the Company has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.84.10.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set ------------------------------- forth on Company SCHEDULE 3.8 of the Disclosure Schedule 4.8Schedule, since the Balance Sheet DateDecember 31, (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.81998: (a) there There has not been any Material Adverse Change nor has any event occurred which is likely to result in any Material Adverse Change; (b) There has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost property and assets of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of BusinessCompany; (bc) There has not been (i) any declaration, setting aside or authorizing the payment of, any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company of Businessany of the outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or (ii) any amount or asset paid or otherwise distributed to the Seller, whether as compensation or otherwise; (d) The Company has not (i) awarded or paid any bonuses to Former Employees (A) the Seller or Employees (B) other employees of the Company, except to the extent accrued on the Balance Sheet, or (ii) entered into or modified or amended any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement agreement, (nor amended any such agreementiii) increased or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's directors, officers, employees, agents or representatives Representatives or (iv) increased or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesRepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Company); (ce) there There has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (df) Except for purchases of raw materials and sales of the Company's products to customers in the ordinary course of business consistent with past practice, the Company has not entered into any Contract requiring payments in excess of $25,000, or conducted its business other than in the ordinary course of business consistent with past practice; (g) The Company has not (i) incurred or repaid any Indebtedness, (ii) made any loans, advances or capital contributions to any other Person or (iii) assumed, guaranteed, endorsed or otherwise became liable for the obligations of any other Person. (h) The Company has not failed to promptly pay and discharge any current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (ei) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the The Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed Company (other than the sale of inventory in the Ordinary Course ordinary course of Businessbusiness consistent with past practice); (gj) the The Company has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business business consistent with past practice and which, in the aggregate, would not be material to the Company; (ik) the The Company has not issuedcanceled or compromised any debt or claim or amended, createdcanceled, incurredterminated, assumed relinquished, waived or guaranteed released any Indebtedness, (i) Contract to which the Seller or any of his Affiliates is a party or (ii) any other Contract or right except (in the Ordinary Course case of Businessthis clause (ii)) in the ordinary course of business consistent with past practice and which, in the aggregate, would not be material to the Company; (jl) The Company has not suffered any Extraordinary Loss or Extraordinary Losses (as defined in Opinion No. 30 of the Accounting Principles Board of the American Institute of Certified Public Accountants and any amendments thereto); (m) The Company has not transferred or granted any rights under any concessions, leases, licenses, agreements or Intellectual Property used by the Company in its business; (n) The Company has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Datebetterments; (ko) the The Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregateProceeding; (lp) There have not been any amendments or changes in the Company has not granted any license certificate of incorporation or sublicense of any rights under or with respect to any Intellectual Property or Technology the by-laws of the Company; (mq) the The Company has not made any loan to, or entered into any other transaction withContract to take any action which, if taken prior to the date hereof, would have made any representation or warranty set forth in this Agreement untrue or incorrect as of the date when made; (r) The Company has caused to be done all things necessary to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary to the conduct of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businessbusiness; and (ns) the The Company has not agreedmaintained and kept its properties in good repair, committedworking order and condition, arranged or entered into any understanding to do anything set forth in this Section 4.8normal wear and tear excepted.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on in Section 2.09 of the Company Disclosure Schedule 4.8Schedule, since the Balance Sheet DateJune 30, 1999. (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Company Material Adverse Effect with respect nor has there occurred any event which is reasonably likely to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on result in a Company Disclosure Schedule 4.8:Material Adverse Effect. (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company or any Company Subsidiary having a replacement cost of more than $10,000 U.S.$10,000 for any single loss or $50,000 U.S.$25,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any grant of any stock option or right to purchase shares of the stock of the Company or any Company Subsidiary or any grant of any registration rights; (iv) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by any Stockholder or the Company or any Company Subsidiary of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Company Subsidiary; (v) neither the Company nor any Company Subsidiary has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, Company or any Company Subsidiary except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's or any Subsidiary's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Company and the Company Subsidiaries taken as a whole); (cvi) there has not been any change by the Company or any Subsidiary in accounting or Tax reporting principles, methods or policies; (dvii) neither the Company nor any Company Subsidiary has not entered into any transaction or contract or conducted its business other than in the ordinary course consistent with past practice except as contemplated in this Agreement; (viii) neither the Company nor any Company Subsidiary has failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eix) neither the Company nor any Company Subsidiary has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to any Stockholder or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessStockholder; (fx) neither the Company nor any Company Subsidiary has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyCompany or any Company Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gxi) neither the Company nor any Company Subsidiary has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyCompany and the Company Subsidiaries taken as a whole; (ixii) neither the Company nor any Company Subsidiary has not issuedcancelled or compromised any debt or claim or amended, createdcanceled, incurredterminated, assumed relinquished, waived or guaranteed released any Indebtedness, contract or right except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Company and the Company Subsidiaries taken as a whole; (jxiii) neither the Company nor any Company Subsidiary has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for U.S.$25,000 individually or U.S.$100,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxiv) neither the Company nor any Company Subsidiary has not instituted or settled any material Legal Proceeding resulting (as that term is defined in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of BusinessSection 2.10 hereof); and (nxv) none of the Stockholders, the Company nor any Company Subsidiary has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.82.09.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.84.10, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change nor has there occurred any event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company or any Subsidiary having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by any Seller or the Company or any Subsidiary of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Subsidiary; (iv) neither the Company nor any Subsidiary has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany or any Subsidiary with respect to the fiscal year ended December 31, 2003, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's or any Subsidiary's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Company and its Subsidiaries taken as a whole); (cv) there has not been any change by the Company or any Subsidiary in accounting or Tax tax reporting principles, methods or policies; (dvi) neither the Company nor any Subsidiary has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice; (vii) neither the Company nor any Subsidiary has failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) neither the Company nor any Subsidiary has not made any loans, advances or capital investment contributions to, or investments in, any loan to, person or entity or paid any fees or expenses to any Seller or any acquisition affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fix) neither the Company nor any Subsidiary has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyCompany or any Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gx) neither the Company nor any Subsidiary has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Company and its Subsidiaries taken as a whole; (hxi) neither the Company nor any Subsidiary has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyCompany and its Subsidiaries taken as a whole; (ixii) neither the Company nor any Subsidiary has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned or capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice additions or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue betterments in excess of $10,000 20,000 individually or in amounts exceeding $50,000 40,000 in the aggregate; (lxiii) neither the Company nor any Subsidiary has not granted instituted or settled any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businessmaterial legal proceeding; and (nxiv) none of the Sellers nor the Company has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.84.10.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.83.10, since the Balance Sheet Date, Date and continuing through the date hereof: (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change nor has there occurred any event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Seller having a replacement cost of more than $10,000 50,000 for any single loss or $50,000 125,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Seller or any repurchase, redemption or other acquisition by the Seller of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Seller; (iv) except for the bonuses paid to the major shareholder and certain employees of the Seller in 2004, the Seller has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanySeller with respect to the fiscal year ended 2004, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Seller's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Seller); (cv) there has not been any change by the Company Seller in accounting or Tax reporting principles, methods or policies; (dvi) the Company Seller has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice; (vii) the Seller has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company Seller has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Affiliate of Seller or paid any fees or expenses to the Seller's Stockholder or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fix) the Company Seller has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanySeller, except for assets mortgaged, pledged or subjected to any Lien, acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gx) the Company Seller has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Seller; (hxi) the Company Seller has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice (xii) the Seller has not made or committed to make any capital expenditures or capital additions or betterments in excess of $10,000 individually or $100,000 in the aggregate except in the ordinary course of business consistent with past practice and which, in the aggregate, would not be material to the CompanySeller; (ixiii) except with respect to its settlement of the Company has not issuedoutstanding judgment of Coronet Paper, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company Seller has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxiv) the Company Seller has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.83.10.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Schedule 5.13 of the Disclosure Schedule 4.8Schedule, since the Balance Sheet DateJanuary 1, 2005 (ai) the Company has and the Subsidiaries have conducted the Business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, that has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8January 1, 2005: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company or any of the Subsidiaries having a replacement cost of more than $10,000 50,000 for any single loss or $50,000 250,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any of Businessthe Subsidiaries or any repurchase, redemption or other acquisition by the Company or any of the Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any of the Subsidiaries; (iii) neither the Company nor any of the Subsidiaries has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany or any of the Subsidiaries with respect to the fiscal year ended December 31, 2005, except (a) to the extent accrued on the Balance Sheet, or (b) less than $200,000 in the aggregate, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or increased or agreed to increase the compensation payable or to become payable by it to any of the Company’s or the Subsidiaries’ respective directors, officers, senior employees, agents or representatives or increased or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, senior employees, agents or representativesrepresentatives (with a “senior employee” meaning an employee in respect of remuneration in excess of £50,000 for UK-based employees and $50,000 for US-based employees); (civ) there has not been any change by the Company or any of the Subsidiaries in accounting or Tax reporting principles, methods or policies other than a change required to comply with Law or generally accepted accounting principles, methods or policies; (dv) neither the Company nor any of the Subsidiaries has not made or rescinded any election relating to Taxes or settled or compromised any Legal Proceeding relating to Taxes other than as part of the Ordinary Course of Business; (vi) neither the Company nor any of the Subsidiaries has failed to promptly pay and discharge current Liabilities liabilities when due except for Liabilities not material where disputed in amountgood faith by appropriate proceedings (which disputes are set forth in Schedule 5.13(vi) of the Disclosure Schedule); (evii) neither the Company nor any of the Subsidiaries has not made any loans, advances or capital investment contributions to, or investments in, any loan to, or any acquisition of the securities or assets of, any other Person, Person other than advances for reasonable business expenses to Employees employees made in the Ordinary Course of Business; (fviii) neither the Company nor any of the Subsidiaries has not (A) mortgaged, pledged or subjected to any Lien any of its assets, or (B) acquired any fixed assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any fixed assets of the CompanyCompany or any of the Subsidiaries, except in the case of clause (B) for assets acquired or acquired, sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gix) neither the Company nor any of the Subsidiaries has not discharged or satisfied any Lien, or paid any obligation or Liability, except in the Ordinary Course of Business; (hx) neither the Company nor any of the Subsidiaries has not canceled cancelled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, which would not be material to the CompanyGroup taken as a whole; (ixi) neither the Company nor any of the Subsidiaries has not made or committed to make any capital expenditures or capital additions or betterments in excess of $50,000 individually or $250,000 in the aggregate; (xii) neither the Company nor any of the Subsidiaries has issued, created, incurred, assumed or guaranteed any Indebtedness, except Indebtedness in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) an amount in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (lxiii) neither the Company nor any of the Subsidiaries has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; (xiv) neither the Company nor any of the Subsidiaries has instituted or settled any material Legal Proceeding; and (nxv) neither the Company nor any of the Subsidiaries has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.13.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.85.10, since the Balance Sheet Date, Date (ai) the Company has conducted the Business its business only in the Ordinary Course of Business and (bii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, that has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, except as set forth on Schedule 5.10, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 for any single loss or $50,000 25,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of the Ordinary Course Membership Interest or any repurchase, redemption or other acquisition by the Company of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (iii) the Company has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s its directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (civ) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (dv) the Company has not made or rescinded any election relating to Taxes, or settled or compromised any claim relating to Taxes; (vi) the Company has not entered into any transaction or Contract or conducted its business other than in the Ordinary Course of Business; (vii) the Company has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to the Member or any acquisition director, officer, partner, stockholder or Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessMember; (fix) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of Business; (gx) the Company has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course of BusinessBusiness and which, in the aggregate, would not be material to the Company taken as a whole; (hxi) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyCompany taken as a whole; (ixii) the Company has not made or committed to make any capital expenditures or capital additions or betterments in excess of $10,000 in the aggregate; (xiii) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (lxiv) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the CompanyProperty; (mxv) the Company has not made instituted or settled any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businessmaterial Legal Proceeding; and (nxvi) neither the Member nor the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.10.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth disclosed on Company Disclosure Schedule 4.84.9, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, material adverse change nor has there occurred any event which is reasonably likely to result in a material adverse change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Purchaser having a replacement cost of more than $10,000 100,000 for any single loss or $50,000 500,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Purchaser or any repurchase, redemption or other acquisition by the Purchaser of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company Purchaser; (iv) the Purchaser has not awarded or paid any bonuses to Former Employees or Employees employees of the Company, Purchaser except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Purchaser's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Purchaser); (cv) there has not been any change by the Company Purchaser in accounting or Tax reporting principles, methods or policies; (dvi) the Company Purchaser has not failed to promptly pay and discharge current Liabilities except for Liabilities not material entered into any transaction or Contract or conducted its business other than in amountthe ordinary course consistent with past practice; (evii) the Company Purchaser has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to the Sellers or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSellers; (fviii) the Company Purchaser has not mortgaged, pledged or subjected to any Lien Lien, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyPurchaser, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gix) the Company Purchaser has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Purchaser; (hx) the Company Purchaser has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanyPurchaser; (ixi) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company Purchaser has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $100,000 individually or $500,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent aggregate without consulting with prior practice or (b) which require any payment that may or will extend beyond the Closing DateSellers; (kxii) the Company Purchaser has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxiii) the Company Purchaser has not agreed, committed, arranged or entered into any understanding agreed to do anything and is not contemplating doing anything set forth in this Section 4.84.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.85.6, since the Balance Sheet Date, (a) Date through the date hereof the Company has and the Company Subsidiaries have conducted the Business their respective businesses only in the Ordinary Course of Business Business, and (b) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Company Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Date: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets tangible property and assets of the Company or any Company Subsidiary, having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (b) there has not been any declaration, setting aside or payment of any dividend or other than distribution in respect of any shares of capital stock of the Ordinary Course Company or any repurchase, redemption or other acquisition by the Company or any Company Subsidiary of Businessany outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Company Subsidiary; (c) except as set forth on Schedule 5.6(c), neither the Company nor any Company Subsidiary has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyCompany or any Company Subsidiary with respect to the fiscal year ended December 31, 2012, except to the extent accrued on the Balance Sheetpreviously disclosed to Parent in writing, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s or any Company Subsidiary’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (cd) there has not been any change by the Company or any Company Subsidiary in accounting or Tax reporting or accounting principles, methods or policies; (d) policies nor has the Company has not failed or any Company Subsidiary made any adjustment to promptly pay its books and discharge current Liabilities records, or recharacterized any assets or liabilities, except for Liabilities not material in amountas may have been required by GAAP (provided that such changes are disclosed on Schedule 5.6(d)); (e) except as set forth on Schedule 5.6(e), neither the Company nor any Company Subsidiary has not made any loans, cash advances, or capital investment contributions to, or investments in, any loan toPerson or paid any fees or expenses to any director, officer, partner, stockholder or Affiliate of the Company or any acquisition of the securities or assets of, any other Person, Company Subsidiary other than advances pursuant to Employees in the Ordinary Course of Businessexisting employment arrangements as set forth on Schedule 5.6(e); (f) neither the Company nor any Company Subsidiary has not mortgaged, pledged or been subjected to any Lien on any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any material assets of the CompanyCompany or any Company Subsidiary, in each case, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) except as set forth on Schedule 5.6(g), neither the Company nor any Company Subsidiary has not discharged or satisfied any Lien, or paid any Liability, except obligation or liability (fixed or contingent) in excess of $10,000 individually or $50,000 in the Ordinary Course of Businessaggregate; (h) neither the Company nor any Company Subsidiary has not canceled or compromised any material debt or pending claim or amended, modified, canceled, terminated, relinquished, waived or released any Material Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Companyright; (i) neither the Company nor any Company Subsidiary has not made or committed to make any capital expenditures or capital additions or betterments in excess of $10,000 individually or $50,000 in the aggregate; (j) except as set forth on Schedule 5.6(j), neither the Company nor any Company Subsidiary has issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property Property; (l) neither the Company nor any Company Subsidiary has received notice of, instituted or Technology of the Companysettled any Legal Proceeding; (m) there has not been any change in the number of issued and outstanding shares of Company Stock; (n) there has not been any change or amendment to the Company’s Charter Documents, or material change to any material contract or arrangement by which the Company or any Company Subsidiary is bound or to which any of their respective assets or properties is subject; (o) there has not made been the loss of the services of any loan tokey employee, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees material change in the Ordinary Course composition or duties of Businessthe senior management of the Company or any Company Subsidiary; (p) except as set forth on Schedule 5.6(p), neither the Company nor any Company Subsidiary has recorded any deferred revenue; (q) there has not been the loss or, to the Knowledge of the Company, threatened loss of any Material Customer; and (nr) none of Company or any of the Company Subsidiaries has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.6.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.86.8, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been occurred any event, change, occurrence or circumstance that, individually or event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Effect; (ab) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets of RxCentric having a replacement cost of more than $10,000 25,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bc) other than in the Ordinary Course of Business, the Company RxCentric has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanyRxCentric, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the CompanyRxCentric’s directors, officers, employees, agents officers or representatives employees or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents employees (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or representativescompensation expense of RxCentric); (cd) there has not been any material change by the Company RxCentric in accounting or Tax reporting principles, methods or policiespolicies except as required by GAAP; (de) RxCentric has not conducted its business other than in the Company ordinary course consistent with past practice; (f) Except as set forth on Schedule 6.8(f), RxCentric has not failed to promptly pay and discharge material current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eg) the Company RxCentric has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any acquisition fees or expenses to any Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessRxCentric; (fh) the Company Except as set forth on Schedule 6.8(h), RxCentric has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanyRxCentric, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gi) the Company RxCentric has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (hj) the Company RxCentric has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business and which, in the aggregate, would not be material to the Companybusiness consistent with past practice; (ik) the Company Except as set forth in Schedule 6.8(k), RxCentric has not issued, created, incurred, assumed made any oral promises or guaranteed any Indebtedness, except in waivers related to the Ordinary Course terms of Businessthe Assumed Contracts; (jl) the Company RxCentric has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $10,000 individually or $25,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (km) the Company RxCentric has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregatelegal proceeding; (ln) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company RxCentric has not made or revoked any loan toTax election (and no such election has been made or revoked on its behalf), and RxCentric has not (and no Person on RxCentric’s behalf has) settled or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesscompromised a Tax dispute; and (no) the Company RxCentric has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.86.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure in Schedule 4.83.10, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change nor has there occurred any event which is reasonably likely to result in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; (ab) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Business having a replacement cost of more than $10,000 for any single loss or $50,000 25,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bc) there has not been any declaration, setting aside or payment of any dividend or other than distribution in the Ordinary Course respect of Businessany shares of capital stock of FTI or any repurchase, the Company redemption or other acquisition by Seller or Zonagen of any outstanding shares of capital stock or other securities of, or other ownership interest in, FTI; (d) Seller has not awarded or paid any bonuses to Former Employees or Employees employees of FTI with respect to the Companyfiscal year ended December 31, 1998, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives of FTI or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of FTI); (ce) there has not been any change by the Company FTI or Zonagen in accounting or Tax reporting principles, methods or policies; (df) Neither FTI nor Zonagen has not entered into any transaction or Contract with respect to the Company Business or conducted the Business other than in the ordinary course consistent with past practice; (g) Seller has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (g) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (h) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company; (i) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or liabilities with respect to any Intellectual Property or Technology of the CompanyBusiness except where disputed in good faith by appropriate proceedings; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8, since the Balance Sheet Date, (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8: (a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business; (b) other than in the Ordinary Course of Business, the Company has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (fe) other than Excluded Assets, the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien or otherwise disposed of in the Ordinary Course of Business; (gf) the Company has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business; (hg) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Companyright; (ih) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (ji) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Date; (kj) the Company has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (lk) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (ml) other than the Sub Debt, the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Business; (m) the Company has not entered into any Material Contract; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.83.8, since the date of the Seller Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has an event which had or could reasonably be expected to have a Material Adverse Effect with respect nor has there occurred any event which, to the Company. Without limiting the generality knowledge of the foregoingSeller, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:is reasonably likely to result in a Material Adverse Effect; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Seller having a replacement cost of more than $10,000 5,000 for any single loss or $50,000 20,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting aside or payment of any distribution in respect of any membership interest of the Seller or any repurchase, redemption or other than in acquisition by the Ordinary Course Seller of Businessany outstanding membership, or other ownership interest in, the Company Seller; (iv) the Seller has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanySeller with respect to the fiscal year ended 2006, except to the extent accrued on the Seller Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the CompanySeller’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Seller or to provide incentives to increase sales of products in the Business); (cv) there has not been any change by the Company Seller in accounting or Tax reporting principles, methods or policies; (dvi) the Company Seller has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice; (vii) the Seller has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (eviii) the Company Seller has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any fees or expenses to the Seller or any acquisition Affiliate of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of BusinessSeller; (fix) the Company Seller has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanySeller, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gx) the Company Seller has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Seller; (hxi) the Company Seller has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanySeller; (ixii) the Company has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company Seller has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $25,000 individually or $100,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxiii) the Company Seller has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxiv) the Company Seller has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.83.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.85.7, since the Balance Sheet Date, Reference Date (a) the Company has Seller Entities and BPP have conducted the Business only in the Ordinary Course of Business Business, and (b) there has not been any change, effect, event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, state of facts that has had or could reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8Reference Date: (ai) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Transferred Assets or the BPP Retained Assets having a replacement cost of more than $10,000 2,500,000 for any single loss or $50,000 5,000,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (bii) other than as permitted pursuant to Section 7.2, pursuant to the Collective Bargaining Agreement, pursuant to the Seller Arrangements set forth in Section 8.7 or as set forth on Schedule 5.7(b)(ii), neither the Ordinary Course of Business, the Company Seller Entities nor BPP has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheet, any Employee or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase materially the compensation payable or to become payable by it to any of the CompanyEmployees or BPP’s directors, directors or officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesEmployees; (ciii) there has not been any change by the Company any Seller Entity or BPP in accounting or Tax reporting principles (or notification of non-consent to the utilization of Tax accounting principles), methods or policiespolicies with respect to BPP, the Business, the Transferred Assets, the BPP Retained Assets, the Assumed Liabilities or the BPP Agreed Liabilities; (div) with respect to the Company Business, neither the Seller Entities nor BPP has not made or rescinded any election relating to Taxes, settled or compromised any Legal Proceeding relating to Taxes, or except as may be required by Law, made any change to any of its methods of reporting income or deductions for federal income Tax purposes from those employed in the preparation of its most recently filed federal income tax return; (v) neither the Seller Entities nor BPP has failed to promptly pay and discharge current Current Liabilities in the Ordinary Course of Business except for Liabilities liabilities not material in amountamount that are disputed in good faith by appropriate proceedings; (evi) the Company BPP has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (fvii) except as set forth on Schedule 5.7(b)(vii), neither the Company Seller Entities nor BPP has not mortgaged, pledged or subjected to any Lien any of its assetsthe BPP Stock, the BPP Retained Assets or the Transferred Assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of relating to the CompanyBusiness, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course of BusinessBusiness and which, in the aggregate, would not be material to the Business taken as a whole; (gviii) with respect to the Company Business, neither of the Seller Entities nor BPP has not discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of BusinessBusiness which, in the aggregate, would not be material to the Business taken as a whole; (hix) with respect to the Company Business, neither the Seller Entities nor BPP has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the CompanyBusiness taken as a whole; (ix) neither the Company Seller Entities nor BPP has not issued, created, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (jxi) except as set forth on Schedule 5.7(b)(xi), neither the Company Seller Entities (with respect to the Business) nor BPP has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for $1,000,000 individually or $5,000,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kA) the Company has Seller Entities have not instituted or settled any material Legal Proceeding resulting in respect of the Business and (B) BPP has not instituted or which may result settled any Legal Proceeding in a loss respect of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregateBPP; (lxiii) neither the Company Seller Entities nor BPP has not granted any license or sublicense of any rights under or with respect to any Transferred Intellectual Property or Technology of the CompanyProperty; (mxiv) neither the Company Seller Entities with respect to the Business nor BPP has not made any loan to, or entered into any other transaction with, any of its unitholdersshareholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees employees in the Ordinary Course of Business; (xv) there has not been any labor dispute, other than routine individual grievances, or, to the Knowledge of Seller, any activity or proceeding by a labor union or representative thereof to organize any Employees, which Employees were not subject to the Collective Bargaining Agreement at the Reference Date, or any lockouts, strikes, slowdowns, work stoppages or, to the Knowledge of Seller, threats thereof by or with respect to Employees; and (nxvi) neither the Company Seller Entities nor BPP has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.85.7.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.83.8, since the Balance Sheet Date, : (a) the Company has conducted the Business only in the Ordinary Course of Business and (bi) there has not been any event, change, occurrence or circumstance that, individually or Material Adverse Change in the aggregate, with Business nor has there occurred any other events, changes, occurrences or circumstances, has had or could event which is reasonably be expected likely to have result in a Material Adverse Effect with respect to Change in the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Business; (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Business having a replacement cost of more than $10,000 5,000 for any single loss or $50,000 10,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) other than in the Ordinary Course of Business, the Company Seller has not awarded or paid any bonuses to Former Employees or Employees employees of the CompanySeller related to the Business with respect to the fiscal year ended 2006, except to the extent accrued on the Balance Sheet, Sheet or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives related to the Business or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representativesrepresentatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Business); (civ) there has not been any change by the Company Seller in accounting or Tax tax reporting principles, methods or policiespolicies related to the Business; (dv) the Company Seller, with regard to the Business, has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice; (vi) the Seller, with regard to the Business, has not failed to promptly pay and discharge current Liabilities liabilities except for Liabilities not material where disputed in amountgood faith by appropriate proceedings; (evii) the Company has not made any capital investment inSeller, any loan towith regard to the Business, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business; (f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the CompanySeller, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gviii) the Company Seller, with regard to the Business, has not discharged or satisfied any Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Seller; (hix) the Company Seller, with regard to the Business, has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the CompanySeller; (ix) the Company has not issuedSeller, createdwith regard to the Business, incurred, assumed or guaranteed any Indebtedness, except in the Ordinary Course of Business; (j) the Company has not made or committed to make any capital expenditures (a) or capital additions or betterments in excess of planned capital expenditures budgeted for $10,000 individually or $20,000 in the current fiscal year and as reasonably deemed to be necessary by the Company for next fiscal year consistent with prior practice or (b) which require any payment that may or will extend beyond the Closing Dateaggregate; (kxi) the Company Seller, with regard to the Business, has not instituted or settled any material Legal Proceeding resulting in or which may result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate; (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (m) the Company has not made any loan to, or entered into any other transaction with, any of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees in the Ordinary Course of Businesslegal proceeding; and (nxii) the Company Seller has not agreed, committed, arranged or entered into any understanding agreed to do anything set forth in this Section 4.83.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8, since the Balance Sheet Date, (a) Since the Company has conducted date of the Business only in the Ordinary Course of Business and Unaudited Financial Statements: (bi) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with Material Adverse Change nor has any other events, changes, occurrences or circumstances, has had or event occurred which could reasonably be expected to have a result in any Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:Change; or (aii) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets property and assets of the Company having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Businesslosses; (biii) there has not been any declaration, setting a record date, setting aside or authorizing the payment of, any dividend or other than distribution in respect of any shares of capital stock of the Company or any repurchase, redemption or other acquisition by the Company, of any of the outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (iv) there has not been any transfer, issue, sale or other disposition by the Company of any shares of capital stock or other securities of the Company or any grant of options, warrants, calls or other rights to purchase or otherwise acquire shares of such capital stock or such other securities; (v) except with respect to the hiring of new Employees in the Ordinary Course ordinary course of Businessbusiness whose annual compensation in the aggregate is not greater than $250,000 (exclusive of benefits), the Company has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to Company nor has the extent accrued on the Balance Sheet, or Company entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, severance or similar agreement agreements (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s 's directors, officers, employeesEmployees, agents or representatives Representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employeesEmployees, agents or representativesRepresentatives, other than in the ordinary course of business consistent with past practice which increases in the aggregate do not exceed $50,000 in annual cost to the Company, and other than as may have been required by law or insurers; (c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount; (evi) the Company has not made any loans, advances or capital investment contributions to, or investments in, any loan to, Person or paid any acquisition fees or expenses to any Affiliate of the securities or assets of, any other PersonCompany, other than advances to Employees for reimbursement of expenses in the Ordinary Course ordinary course of Businessbusiness consistent with past practices; (fvii) the Company has not mortgaged, pledged or subjected to any material Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Companyassets, except for assets acquired or sold, assigned, transferred, conveyed, subjected to any Lien leased or otherwise disposed of in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gviii) the Company has not discharged or satisfied any material Lien, or paid any Liabilityobligation or liability (fixed or contingent), except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice and which, in the aggregate, would not be material to the Company; (hix) the Company has not canceled or compromised any debt or claim or amended, modified, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course ordinary course of Business business consistent with past practice and which, in the aggregate, would not be material to the Company; (ix) the Company has not issuedtransferred or granted any rights under any contracts, createdleases, incurredlicenses, assumed agreements or guaranteed any Indebtedness, except Intangible Property (as defined in the Ordinary Course of Business; (jSection 4.12 hereof) the Company has not made or committed to make any capital expenditures (a) in excess of planned capital expenditures budgeted for the current fiscal year and as reasonably deemed to be necessary used by the Company for next fiscal year consistent with prior practice or (b) in its business which require any payment that may or will extend beyond the Closing Date; (k) the Company has not instituted or settled any material Legal Proceeding resulting in or which may reasonably could be expected to result in a loss of revenue in excess of $10,000 individually or in amounts exceeding $50,000 in the aggregate;Material Adverse Change; and (l) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property or Technology of the Company; (mxi) the Company has not made any loan to, binding commitment to make any capital expenditures or entered into any other transaction with, any capital additions or betterments in excess of its unitholders, Affiliates, officers, directors, partners or employees, except for any advances made to Employees $50,000 in the Ordinary Course of Business; and (n) the Company has not agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.8aggregate.