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 Schedule 6.10, since December 31, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly disclosed in the Parent SEC Filings or as otherwise contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December 31the date of the Parent Latest Balance Sheet, 2008, Subsidiary and the Business Parent has been conducted its business only in the Ordinary Course of Business, and, ordinary course consistent with respect to the Business, the Purchased Assets past practice and Subsidiary, there has not been: occurred or been entered into, as the case may be: (ai) any event, change or circumstance which has had, or is reasonably likely to have, event having a Seller Material Adverse Effect; Effect on Parent, (bii) any material damage event that would reasonably be expected to prevent or materially delay the performance of Parent’s obligations pursuant to this Agreement, (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (diii) any material change by Parent in any method of its accounting methods, principles or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereofpractices, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the shares of capital stock (or other applicable equity or beneficial interest) of Subsidiary, Parent or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock of Parent’s securities, (v) any increase in the compensation or benefits payable or to become payable to any officers or directors of Parent or Merger Sub or establishment or modification of any Compensatory Plan, (vi) any issuance, grants or sale of any stock, options, warrants, notes, bonds or other applicable equity or beneficial interest)securities, or entry into any Option agreement with respect tothereto by Parent, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (mvii) any amendment to the organizational documents certificate of Subsidiary incorporation or the taking bylaws of Parent, (viii) any capital expenditures by Parent, purchase, sale, assignment or transfer of any action with respect to material assets by Parent, mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of Parent, except for liens for Taxes not yet due and such amendment; other liens, encumbrances, restrictions or charges, or cancellation, compromise, release or waiver by Parent of any rights of material value or any material debts or claims, (nix) except as set forth on Schedule 6.10(nany incurrence by Parent of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice (which liabilities are not material, individually or in the aggregate), (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of Parent, (xi) entry by Parent into any violationagreement, breach contract, lease or default underlicense, (xii) any acceleration, termination, modification or cancellation of any agreement, contract, lease or license to which Parent is a party or by which any of them is bound, (xiii) entry by Parent into any loan or other transaction with any officers, directors or employees of Parent, (xiv) any charitable or other capital contribution by Parent or pledge therefore, (xv) entry by Parent into any transaction of a material nature, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (oxvi) any entering into of an negotiation or agreement by Parent to do or engage in any of the foregoingthings described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.103.16 or as disclosed in the Parent SEC Filings or as otherwise contemplated by this Agreement, since December 31the Latest Parent Balance Sheet, 2008, Subsidiary and the Business has been Parent conducted its business only in the Ordinary Course of Business, and, ordinary course consistent with respect to the Business, the Purchased Assets past practice and Subsidiary, there has not beenoccurred: (a) any event, change or circumstance which has had, or is reasonably likely to have, event having a Seller Material Adverse EffectEffect on Parent or Merger Subsidiary; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking event that would reasonably be expected to prevent or other casualty loss (whether or not covered by insurance) affecting Subsidiary or materially delay the Business or any Purchased Asset in any material respectperformance of Parent’s obligations pursuant to this Agreement; (c) any purchasematerial change by Parent in its accounting methods, sale, mortgage, pledge, lease, principles or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptionspractices; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the shares of capital stock (of Parent or other applicable equity or beneficial interest) of Subsidiary, Merger Subsidiary or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock of Parent’s or Merger Subsidiary’s securities; (e) any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred-compensation, pension, retirement, profit-sharing, stock-option, stock-purchase or other applicable equity employee-benefit plan of Parent or beneficial interestMerger Subsidiary (including without limitation the granting of stock options, stock-appreciation rights, performance awards or restricted stock awards), or any Option other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of Parent or Merger Subsidiary; (f) any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect tothereto by Parent or Merger Subsidiary; (g) any amendment to the Articles of Incorporation or bylaws of Parent or the Certificate of Incorporation or bylaws, if any, of Merger Subsidiary; (h) other than in the ordinary course of business consistent with past practice, any (1) capital expenditures by Parent or Merger Subsidiary, (2) purchase, sale, assignment or transfer of any material assets by Parent or Merger Subsidiary, (3) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of Parent or Merger Subsidiary, except for liens for taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on Parent, or (4) cancellation, compromise, release or waiver by Parent or Merger Subsidiary of any rights of material value or any material debts or claims; (i) any incurrence by Parent or Merger Subsidiary of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice; (j) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of Parent; (k) entry by Parent or Merger Subsidiary into any authorizationagreement, issuancecontract, sale lease or license other disposition by Subsidiary than in the ordinary course of any shares of capital stock (or other applicable equity or beneficial interest) of, or option business consistent with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarypast practice; (l) any (A) reorganizationacceleration, liquidation termination, modification or dissolution cancellation of Seller any agreement, contract, lease or license to which Parent or Merger Subsidiary is a party or (B) business combination involving Seller or Subsidiary and by which any other Personof them is bound; (m) entry by Parent or Merger Subsidiary into any amendment to the organizational documents loan or other transaction with any officers, directors or employees of Subsidiary Parent or the taking of any action with respect to any such amendmentMerger Subsidiary; (n) except as set forth on Schedule 6.10(n), any violation, breach charitable or default under, other capital contribution by Parent or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Merger Subsidiary or Seller and relating to pledge therefor; (o) entry by Parent or Merger Subsidiary into any transaction of a material nature other than in the Business or the Purchased Assetsordinary course of business consistent with past practice; or (op) any entering into of an negotiation or agreement by the Parent or Merger Subsidiary to do or engage in any of the foregoingthings described in the preceding clauses (a) through (o).

Absence of Certain Developments. Except (a) Since the Balance Sheet Date, (i) the Business has been conducted in the Ordinary Course of Business (except as otherwise expressly contemplated by this Agreement or as set forth on Schedule 6.10, since December 31, 2008, Subsidiary and the Business has Ancillary Agreements) and (ii) there have not been conducted only any effects, events, changes, occurrences or circumstances that, individually or in the Ordinary Course of Businessaggregate, and, with respect have had or would reasonably be expected to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, have a Seller Business Material Adverse Effect;. (b) Without limiting the generality of the foregoing, (i) since the Balance Sheet Date through the date hereof, none of the Company Entities or, to the extent related to the Business solely with respect to clause (C), the SunGard Entities or any of their Subsidiaries (A) has incurred any Indebtedness, (B) has sold, licensed, transferred or otherwise disposed of any of its material properties or assets or any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, leaseinterest therein, or creation or other incurrence agreed to do any of any Lien on the Businessforegoing, any Purchased Asset or asset except sales and non-exclusive licenses of Subsidiary, other than purchases, sales or leases of assets products and services in the Ordinary Course of Business or the creation disposal of obsolete or incurrence of Permitted Exceptions; worthless assets, (dC) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e1) any entry into, termination, amendment, cancellationhas granted, or other modification of any Agreement is committed to grant, salary or wage increases or any waiver ofincrease in or addition to any other compensation or benefits to Business Employees (except in the case of employees that are not officers, increases in salary, wages or agreement with respect to, any rights or obligations set forth therein, other than incentive compensation in the Ordinary Course of Business; ), (f2) has made any material settlement, waiver loan or agreement with respect advance of money or other property to any Legal Proceeding, Liability, or of the Business Employees (other right; (g) any incurrence or assumption than routine advances to employees for business expenses in the Ordinary Course of any Indebtedness Business in an aggregate amount greater than Fifty Thousand Dollars (not exceeding $50,00025,000 at any time to any individual employee); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii3) acceleration of the collection of Accounts Receivable has established, adopted, entered into, amended or terminated any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventoryCompany Benefit Plans, or (iv4) incurrence of other Liabilities outside of has granted or promised to grant any equity or equity-based awards to any Business Employees except in the Ordinary Course of Business, which (D) has changed its methods of keeping of its books of account or accounting practices, except as required by GAAP, (E) except in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; , has materially changed or modified its existing credit, collection and payment policies, procedures and practices (j) including any declaration, setting aside material acceleration in the collection of receivables or material delay in the payment of payables), (F) has entered into any dividend transaction, agreement or other distribution arrangement outside the Ordinary Course of Business that would be required to be disclosed in respect Section 5.20 of the capital stock Company Disclosure Schedules or (G) has agreed or other applicable equity or beneficial interestcommitted to do any of the foregoing and (ii) since the Balance Sheet Date through the date hereof, none of Subsidiarythe Company Entities or, to the extent related to the Business, the SunGard Entities or any direct of their Subsidiaries has waived or indirect redemption, purchase or other acquisition by Seller or released any of its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action rights with respect to any such amendment; its business, assets (ntangible or intangible) except as set forth on Schedule 6.10(n), any violation, breach or default under, Permits or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in permitted any of such rights to lapse, except where such waiver, release or permission, individually or in the foregoingaggregate, have not had and would not reasonably be expected to have a Business Material Adverse Effect.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on in Schedule 6.103.7, since December 31, 2008, Subsidiary and the Seller Balance Sheet Date (i) Seller has conducted the Business has been conducted in all material respects only in the Ordinary Course of BusinessBusiness and in substantially the same manner as previously conducted and (ii) there has not been any event, andchange, occurrence or circumstance that has had or could reasonably be expected to have a Material Adverse Effect on Seller. Without limiting the generality of the foregoing, since the Seller Balance Sheet Date and with respect to the Business, the Purchased Assets and Subsidiary, there has not beenBusiness only: (a) Seller has not entered into any event, change transaction or circumstance which has had, Contract or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or conducted the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (fb) any material settlementSeller has not sold, waiver or agreement with respect to any Legal Proceedingleased, Liabilitytransferred, pledged, or other right; (g) assigned any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change Purchased Assets other than inventory in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (c) no Person (including Seller) has accelerated, terminated, modified, or canceled any Contract (or series of related Contracts) relating to the Business involving more than $25,000; (d) there has not been any material damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets; (e) Seller has not made or committed to make any capital expenditures or capital additions or betterments relating to the Business in excess of $25,000 individually or $50,000 in the aggregate; (f) Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person; (g) Seller has not issued, created, incurred, assumed, or guaranteed any Indebtedness in an amount exceeding $50,000 in the aggregate; (h) Seller has not instituted or settled any Legal Proceeding; (i) Seller has not failed to promptly pay and discharge current liabilities associated with the Business in the Ordinary Course of Business, except for liabilities not material in amount that are disputed in good faith by appropriate proceedings; (j) Seller has not mortgaged, pledged or subjected to any Lien (other than Permitted Liens) any of the Purchased Assets; (k) Seller has not delayed or postponed the payment of any material Assumed Liabilities or material Accounts Payable; (l) Seller has not delayed or postponed the purchase of any material inventory, supplies or other materials used in the operation of the Business; (m) Seller has not modified its policies or practices with respect to the collection of Accounts Receivable generally or with respect to any customer of the Business; (n) Seller has not canceled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived or released any Contract or right associated with the Business, except in the Ordinary Course of Business; (o) Seller has not granted any license or sublicense of any rights under or with respect to any Purchased Intellectual Property; (p) Seller has not made any loan to, or entered into any other transaction with, any of its shareholders, Affiliates, officers or employees, except for any advances made to employees in the Ordinary Course of Business; (q) with regard to the Business or any of the Transferred Employees, Seller has not (i) entered into any employment, deferred compensation, severance or similar agreement (nor amended any such agreement), (ii) agreed to increase the compensation payable or to become payable by it to any of its managers, officers, employees, agents or representatives or (iii) 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 managers, officers, employees, agents or representatives; (r) Seller has not adopted, amended, modified or terminated any bonus, profit-sharing, incentive, stock option, severance, or other plan, contract, or commitment for the benefit of any of the Transferred Employees (or taken any such action with respect to any other employee benefit plan); (s) Seller has not made or rescinded any election relating to Taxes, 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 preparation of its most recently filed federal income tax return; (t) there has not been any declaration, setting aside or any payment of any dividend dividends, or other distribution distributions in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary;Seller; and (ku) Seller has not entered into any authorizationlegal obligation, issuancewhether written or oral, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on in Schedule 6.105.7, since December 31, 2008, Subsidiary and the Balance Sheet Date (i) Sellers have conducted the Business has been conducted only in the Ordinary Course of BusinessBusiness and (ii) there has not occurred any Material Adverse Effect. Except as set forth in Schedule 5.7, andwithout limiting the generality of the foregoing, since the Balance Sheet Date, with respect to only the Business, the Purchased Assets and Subsidiary, there has not beenLicensed Assets: (ai) Sellers have not made or rescinded any eventelection relating to Taxes or settled or compromised any claim, change action, suit, litigation, proceeding, arbitration, investigation, audit or circumstance which controversy relating to Taxes to the extent such election, settlement or compromise would have any material post Closing effect that would be binding on Purchaser for taxable periods (or portions thereof) beginning on or after the Closing Date; (ii) neither Sellers nor any Subsidiary has hadamended, modified, canceled, terminated, relinquished, waived or is reasonably likely to havereleased any Purchased Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not have a Seller Material Adverse Effect; (biii) neither Sellers nor any Subsidiary has instituted or settled any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary Legal Proceeding relating to the Purchased Assets or the Business or any Purchased Asset Licensed Assets that would result in any material respecta Material Adverse Effect; (civ) Sellers have not granted any purchase, sale, mortgage, pledge, lease, license or creation or other incurrence sublicense of any Lien on the Business, any Purchased Asset rights under or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased AssetsIntellectual Property; or (ov) Sellers have not agreed, committed, arranged or entered into any entering into of an agreement understanding to do or engage anything set forth in any of the foregoingthis Section 5.7.

Absence of Certain Developments. Since December 31, 2016 there has not been any Material Adverse Effect on either Company and, no event has occurred or circumstances exist that are reasonably expected to result in such a Material Adverse Effect. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December 31, 20082016, Subsidiary and the each Company has conducted its respective Business has been conducted only in the Ordinary Course ordinary course of Business, and, with respect to the Business, the Purchased Assets business and Subsidiary, there has not beenbeen any: (a) any event, change amendment to the articles of association or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effectother organizational documents of either Company; (b) except in the ordinary course of business, payment or increase of any material damage bonuses, salaries or other compensation (normal wear and tear exceptedincluding severance) to any shareholder, manager, director, officer, Employee, Affiliate or agent of either Company; (c) adoption of, amendment to or increase in the payments to or benefits under (including by way of acceleration or waiving of any vesting or performance criteria), destruction, eminent domain taking any Benefit Plan or other casualty execution of or amendment to any collective bargaining agreement; (d) damage to or destruction or loss in excess of $25,000 to any of its Assets or properties (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary); (e) any entry intosale (other than sales of inventories in the ordinary course of business), termination, amendment, cancellation, lease or other modification disposition of any Agreement asset of the Company or the creation of any waiver of, Lien on any asset except sales or agreement with respect to, any rights leases of (A) tangible personal property of under $5,000 in value or obligations set forth therein, other than inventory that is obsolete or no longer used or useful in the Ordinary Course conduct of Businessthe business or (B) finished goods in the ordinary course of business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liabilityloan made to, or other righttransaction with or on behalf of, any Employee, officer, manager, director, member or Affiliate of either Company; (g) Contract executed in connection with any incurrence strategic alliance, joint marketing initiative, joint development agreement, joint venture or assumption acquisition of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000)either Company; (h) any (i) delay except as may be required by applicable Law or postponement of the payment of any accounts payable GAAP, change by either Company in accounting or any change in the methodology employed by Seller Tax reporting principles, methods or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)policies; (i) election or rescission of an election by either Company relating to Taxes, settlement or compromise of any transaction with any Affiliate outside of the Ordinary Course of BusinessProceeding, arbitration or controversy relating to Taxes; (j) any declaration, setting aside incurrence of a single capital expenditure or payment commitment therefor in excess of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary;$25,000 (k) any authorization, issuance, sale or other disposition by Subsidiary conduct related to either Company’s cash management customs and practices (including the collection of any shares receivables and payment of capital stock (or other applicable equity or beneficial interestpayables) of, or option with respect to, Subsidiary, or any modification or amendment outside the ordinary course of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingbusiness.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth and described on Schedule 6.10the Developments Schedule, since December 31, 20082011, Subsidiary and neither the Business has been conducted only in the Ordinary Course Corporation nor any of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not beenits Subsidiaries has: (a) executed any eventguaranty, change issued any notes, bonds or circumstance which has hadother debt securities or any Equity Securities, borrowed any amount or otherwise incurred or created any Indebtedness, or is reasonably likely subjected any portion of its properties or assets to haveany Lien or encumbrance, a Seller Material Adverse Effectother than in the ordinary course of business; (b) declared, set aside or made any payment or distribution of cash or other property to any of its holders of Equity Securities in the Corporation or such Subsidiary with respect to such Person’s Equity Securities or otherwise, or purchased, redeemed or otherwise acquired directly or indirectly any Equity Securities; (c) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, or abandoned or permitted to lapse any Intellectual Property Rights or canceled without fair consideration any material damage debts or claims owing to or held by it; (normal wear and tear exceptedd) terminated or amended any agreement which would be a Material Contract if it were in effect (ignoring, if applicable, any such amendment) on the date of this Agreement; (e) made, granted, promised or increased any bonus or any wage, salary, incentive arrangements or other compensation to any employee or group of employees (except as required by pre-existing contracts described on the Contracts Schedule and, in the case of “rank-and-file” non-management employees, other than salary or wage increases in the ordinary course of business), destructionor made or granted any increase in any employee benefit plan or arrangement, eminent domain taking or amended in any respect or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (f) directly or indirectly engaged in any transaction, arrangement or contract with any officer, manager, member or other insider or Affiliate of the Corporation or any Subsidiary, except in the ordinary course of business as described on the Affiliated Transactions Schedule; (g) made any loans, including Insider Loans, or advances to or guarantees for the benefit of any Person, other than in the ordinary course of business; (h) made any Investments in any Person (including the incorporation, formation or organization of any Subsidiary), other than in the ordinary course of business; (i) suffered any damage, destruction or casualty loss (exceeding in the aggregate $100,000, whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (cj) any purchase, sale, mortgage, pledge, lease, incurred intercompany charges or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, conducted its cash management customs and practices other than purchases, sales or leases of assets in the Ordinary Course ordinary course of Business or the creation or incurrence business (including with respect to maintenance of Permitted Exceptionsworking capital balances, collection of accounts receivable and payment of accounts payable); (dk) entered into any Material Contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; (l) made any material change in any method of accounting or accounting practice policies and practices with respect to the Business or Subsidiary; (e) any entry intoliquidity management and cash flow planning, terminationmarketing, amendmentdeposit origination, cancellationlending, or other modification of any Agreement budgeting, profit and tax planning, accounting or any waiver ofother material aspect of its business or operations, or agreement with respect to, except for such changes as may have been required by any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other PersonGovernmental Entities; (m) purchased or acquired any amendment to investments, direct or indirect, in any derivative securities, financial futures or commodities or entered into any interest rate swap, floors and option agreements, or other similar interest rate management agreements other than in the organizational documents ordinary course of Subsidiary or the taking of any action business consistent with respect to any such amendmentpast practices; (n) changed an annual accounting period, adopted or changed any accounting method or principle theretofore adopted or followed, except as set forth on Schedule 6.10(n), any violation, breach or default underrequired by GAAP and reflected in a note to the Financial Statements, or the taking reversed any accounting accruals or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assetsreserves; or (o) any entering into of an agreement agreed, whether orally or in writing, to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10------------------------------- in the SEC Reports, since December 31June 30, 20081996, Subsidiary and the Business CTI has been conducted only its business in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets ordinary course and Subsidiary, there has not been: occurred: (ai) any event, change or circumstance which has had, effect that is or is reasonably likely to havebe materially adverse to the business, assets (including intangible assets), financial condition or results of operations of CTI taken as a Seller Material Adverse Effect; whole; (bii) any material damage (normal wear and tear excepted), destruction, eminent domain taking amendments or other casualty loss (whether changes in the Articles of Incorporation or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence By- laws of any Lien on the Business, any Purchased Asset or asset of SubsidiaryCTI, other than purchasesan amendment to CTI's By-laws adopted on July 16, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; 1996; (diii) any material change by CTI in any method of its accounting methods, principles or accounting practice with respect to the Business or Subsidiary; practices; (eiv) any entry intorevaluation by CTI of any of its assets; (v) any sale of a material amount of property of CTI; (vi) any discharge or satisfaction by CTI of any material lien, terminationsecurity interest, amendment, cancellation, charge or other modification encumbrance or any payment by CTI of any Agreement material obligation or any waiver of, liability (fixed or agreement with respect to, any rights or obligations set forth thereincontingent), other than in the Ordinary Course ordinary course of Business; business and consistent with past practice; (fvii) any investment by CTI of a capital nature, whether by purchase of stock or securities, contributions to capital, property transfers or otherwise, in any other partnership, corporation or other entity, or any purchase by CTI of any material property or assets; (viii) any cancellation or compromise by CTI of any debt or claim other than in the ordinary course of business consistent with past practice; (ix) any waiver or release by CTI of any rights of material value, including, without limitation, any Intangible Rights (as hereinafter defined); (x) any material settlement, waiver wage or agreement with respect salary increase by CTI applicable to any Legal Proceeding, Liability, group or other right; (g) any incurrence or assumption classification of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiaryemployees generally, or any direct material employment contract with, loan to, or indirect redemption, purchase or other acquisition by Seller or its Affiliates material transaction of any such capital stock other nature with, any officer or employee of CTI; or (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (kxi) any authorization, issuance, sale or other disposition establishment by Subsidiary CTI of any shares employee benefit plan within the meaning of capital stock (or other applicable equity or beneficial interestSection 3(3) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingEmployee Retirement Income Security Act of 1974.

Absence of Certain Developments. Except as set forth in Schedule ------------------------------- 5.15 hereto, as expressly set forth in the Company's Quarterly Report on Form 10-Q for the three- and nine-month periods ended November 30, 1999, or as expressly contemplated by this Agreement or as set forth on Schedule 6.10Agreement, (x) since December 31November 30, 20081999, Subsidiary there has not been any Material Adverse Effect and, (y) since February 28, 1999, the Company and each of its subsidiaries has operated the Business has been conducted only in the Ordinary Course of Businessordinary course consistent with past practice, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any eventevent or condition of any nature whatsoever which, change individually or circumstance which has hadin the aggregate, or is could reasonably likely be expected to have, result in a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking amendment to the Articles of Incorporation or other casualty loss (whether or not covered by insurance) affecting Subsidiary or Bylaws of the Business Company or any Purchased Asset in any material respectof its subsidiaries, except for those expressly approved by the holders of a majority of the outstanding Series A Preferred Shares; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect of to the capital stock (or other applicable equity or beneficial interest) of Subsidiary, Company's or any direct or indirect redemption, purchase or other acquisition by Seller or of its Affiliates of any such subsidiaries' capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiarystock; (kd) any authorizationthe creation or attachment, issuanceor notice thereof, sale or other disposition by Subsidiary of any shares Lien (other than Permitted Exceptions) on any of capital stock the assets of the Company or any of its subsidiaries; (e) the establishment or other applicable equity or beneficial interest) ofassumption of any Benefit Plan, or option with respect to, Subsidiary, or any modification or the amendment of any right of any holder of any outstanding shares of capital stock existing Benefit Plan (or any agreement relating to or issued in connection with any Benefit Plan), other than an amendment necessary to conform a Benefit Plan to the requirements of applicable equity or beneficial interest) of, or option with respect to, Subsidiarylaws; (lf) any change in the accounting methods or practices (Aincluding any change in depreciation or amortization policies or rates) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or otherwise by the Purchased AssetsCompany or any of its subsidiaries except for those expressly approved by the holders of a majority of the outstanding Series A Preferred Shares; or (og) any entering into agreement by the Company or any of an agreement its subsidiaries to do or engage any act referred to in any of the foregoingpreceding clauses.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on provided in Schedule 6.102.8, since December 31, 20082014, Subsidiary and none of the Business has been conducted only in the Ordinary Course of Business, and, following have occurred with respect to the Business, the Purchased Assets and Subsidiary, there has not beenCompany: (a) any event, state of facts, circumstance, development, change or circumstance which effect that, individually or in the aggregate with all other events, states of fact, circumstances, developments, changes and effects has had, had or is would be reasonably likely expected to have, have a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in with respect of to the capital stock of the Company; (c) any issuance of capital stock or other applicable equity options, warrants or beneficial interestrights to acquire capital stock; (d) any material loss, destruction or damage to any property of Subsidiarythe Company, whether or not insured; (e) any direct acceleration or indirect redemption, purchase prepayment of any indebtedness for borrowed money or other acquisition by Seller or its Affiliates the refunding of any such capital stock indebtedness; (f) any labor related event, state of facts, circumstance, development, change or other applicable equity or beneficial interest), effect involving the Company or any Option with respect tomaterial change in the Company’s personnel or the terms and conditions of employment; (g) any waiver of any valuable right or material debt, Subsidiarywhether by contract or otherwise; (h) any loan or extension of credit to any officer or employee of the Company; (i) any change in accounting methods, principles or practices used in preparing the Company’s financial statements; (j) any change or amendment to a Material Contract or arrangement by which the Company or any of its assets or properties is bound or subject; (k) to the Company’s Knowledge, any authorizationsale, issuanceassignment, sale or exclusive license or transfer of any patents or patent applications, trademarks or trademark applications, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiaryintangible assets; (l) any (A) reorganizationresignation or termination of employment of any key officer, liquidation key employee or dissolution key consultant of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Personthe Company; (m) receipt of notice that there has been a loss of, order cancellation by, or change in the business relationship with, any amendment to customer of the organizational documents of Subsidiary or the taking of any action with respect to any such amendmentCompany; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action receipt of notice that (with or without notice or lapse of time or both) would constitute there has been a violation or breach loss of, or default underchange in the business relationship with, any term or provision supplier of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased AssetsCompany; or (o) any entering into acquisition or disposition of an agreement to do any material assets (or engage any contract or arrangement therefor), or any other material transaction by the Company otherwise than for fair value in any the ordinary course of the foregoingbusiness.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.103.14, since December March 31, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, 2008 with respect to the Wholesale Business, the Purchased Acquired Assets and Subsidiarythe Leased Property, there has not been: (a) any change to the timing of payment or collection of accounts receivable or the cash management practices of the Seller; (b) any payment by the Seller of any dividend or other distribution to the holders of its common or preferred stock; (c) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (bd) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business Wholesale Business, the Leased Property or any Purchased Acquired Asset in any material respect; (ce) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of SubsidiaryAcquired Asset, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted ExceptionsLiens; (df) any material change in any method of accounting or accounting practice with respect to the Business or SubsidiaryWholesale Business, except for any such change required by reason of a concurrent change in GAAP; (eg) any institution or execution of or increase or material alteration to the employment terms (including without limitation the adoption or amendment of any Employee Plans) or compensation payable or paid, or alteration in the timing or method of such payments, whether conditionally or otherwise, and whether pursuant to a Contractual Obligation, Employee Plan or otherwise to any employee, director, officer, or independent contractor of the Wholesale Business, or of the Seller whose responsibilities relate to the Wholesale Business; (h) any entry into, termination, amendment, cancellation, or other modification of any Agreement Contractual Obligation (including any Lease) or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (fi) any material settlement, waiver waiver, cancellation, compromise, waiver, release or agreement with respect to any Legal ProceedingAction, material Liability, Debt, or other material right; (gj) any change or revocation of any Tax election, change in any method of accounting for Tax purposes (except as contemplated or required by GAAP), settlement in respect of Taxes or agreement entered into with respect to Taxes with any Governmental Authority, other than such change, revocation, settlement, or agreement that does not adversely affect the Buyer or its rights hereunder; (k) any incurrence or assumption of any Indebtedness Debt or Guarantee in an aggregate amount greater than Fifty Thousand Dollars ($50,000)100,000; (hl) any (i) delay or postponement of the payment of any accounts payable or other Liabilities; (m) grant of any change in the methodology employed by Seller license or Subsidiary sublicense of any rights or modified any rights under or with respect to, or any settlement regarding any infringement of its rights to, any Intellectual Property; (n) payment of any amount to any third party with respect to any Liability (excluding any costs and expenses incurred or which may be incurred in connection with this Agreement and the payment thereof, (iiContemplated Transactions) acceleration which would not constitute an Assumed Liability if in existence as of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)Closing; (io) any transaction with any Affiliate outside of the Ordinary Course of BusinessAffiliate; (jp) any declarationother occurrence, setting aside event, incident, action, failure to act, or payment of any dividend or other distribution in respect transaction outside the past practice of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased AssetsSeller; or (oq) any entering entry into of an any Contractual Obligation or agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated or permitted by this Agreement or any of the other Transaction Documents or as set forth on Schedule 6.10Section 4.7 of the Disclosure Schedule, since December 31, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been2010 no AUC Entity has: (a) mortgaged, pledged or subjected to any eventLien, change any assets of such AUC Entity, except Permitted Liens; (b) sold, assigned or circumstance which has hadtransferred any tangible assets or property (real or personal) of such AUC Entity; (c) sold, assigned or transferred or granted to any Person any Intellectual Property, or is disposed of or permitted to lapse, any rights with respect to any Transferred Intellectual Property; (d) suffered or taken any action that has resulted in, or would reasonably likely be expected to haveresult in, individually or in the aggregate, a Seller Material Adverse Effect; (be) increased compensation payable or to become payable (including any material damage (normal wear and tear excepted)bonus, destruction, eminent domain taking severance or other casualty loss (whether or not covered by insurancecommission formula) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Businesskind to any employee, any Purchased Asset officer, director or asset of Subsidiary, consultant other than purchases, sales pursuant to an existing agreement or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) changed or suffered any material settlementchange in any Benefit Plan, waiver program, policy or agreement with respect arrangement or labor agreement, to any Legal Proceeding, Liabilitythe extent offered or required by, or other rightbinding on, the Sellers, affecting any employee or former employee of any of the Sellers otherwise than to conform to applicable Laws; (g) entered into any incurrence or assumption transaction with any Affiliate of any Indebtedness such AUC Entity in an aggregate amount greater than Fifty Thousand Dollars ($50,000)connection with the Business; (h) made or agreed to make any (i) delay or postponement of capital expenditure that, when added to all other capital expenditures made by the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereofAUC Entities since December 31, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto2010, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars (exceed $50,000); (i) written off as uncollectible, waived, released, cancelled or established any transaction extraordinary reserve in excess of $50,000 in the aggregate with respect to, any account receivable or other Indebtedness owed to such AUC Entity; (j) suffered any theft, damage, destruction or casualty loss, in the aggregate, in excess of the value of its assets or properties (whether or not covered by insurance); (k) made any change in its accounting methods, principles or practices; (l) allowed to lapse, revoked or otherwise lost or has substantially impaired, any Educational Approvals; and (m) other than with respect to any Contract with or relating to any clinical site or with any Affiliate outside employee or independent contractor in the ordinary course of business, entered into any Contract related to the purchase of goods, equipment or services of amounts in excess of $75,000 per year or having a duration in excess of one year, or terminated, modified, amended, received notice of termination of, or otherwise altered or changed any of the terms or provisions of, any Material Contract; (n) suffered any resignation, termination or removal of any of its five (5) highest paid employees or a material loss of personnel; (o) made, revoked or amended any Tax election, changed any method of Tax accounting or Tax procedure or practice or settled or compromised any claim relating to Taxes; (p) incurred or become subject to any material Liabilities, except Liabilities in the Ordinary Course of Business; (jq) paid any declarationamount, setting aside performed any obligation or payment agreed to pay any amount or perform any obligation, in settlement or compromise of any dividend suit or other distribution in respect claim of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, Liability against any Seller or any direct of its respective directors, officers, employees or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiaryagents; (kr) acquired any authorizationother business or entity (or a significant portion or division thereof), issuancewhether by merger, sale consolidation or reorganization or by the purchase of its assets and/or equity or formed any subsidiary or acquired any equity interest or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and interest in any other Person; (ms) caused or permitted any amendment of its insurance policies to the organizational documents of Subsidiary lapse or the taking become violable or has done or omitted to do anything whereby it might be denied indemnity in respect of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n)actual, any violation, breach potential or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assetspending claim; or (ot) any entering into of an agreement committed or agreed to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10in Section 4.17 of the Gravitas Disclosure Schedules, since December 31the Balance Sheet Date, 2008, Subsidiary and the Business has been conducted only other than in the Ordinary Course ordinary course of Business, and, with respect to the Business, the Purchased Assets and Subsidiarybusiness, there has not been, with respect to Gravitas, any: (a) any event, change occurrence or circumstance which development that has had, or is could reasonably likely be expected to have, individually or in the aggregate, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or amendment of the Business or any Purchased Asset in any material respectorganizational documents of Gravitas; (c) any purchasesplit, sale, mortgage, pledge, lease, combination or creation or other incurrence reclassification of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets membership interests in the Ordinary Course of Business or the creation or incurrence of Permitted ExceptionsGravitas; (d) issuance, sale or other disposition of, or creation of any Encumbrance on, any ownership interests in Gravitas, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any ownership interests in Gravitas; (e) declaration or payment of any distributions on or in respect of any ownership interests in Gravitas or redemption, purchase or acquisition of any of Gravitas’ outstanding ownership interests; (f) material change in any method of accounting or accounting practice with respect of Gravitas, except as required by GAAP or as disclosed in the notes to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other rightFinancial Statements; (g) entry into any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000)Contract that would constitute a Material Contract; (h) any (i) delay incurrence, assumption or postponement of the payment guarantee of any accounts payable or any change indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the methodology employed by Seller or Subsidiary ordinary course of business consistent with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)past practice; (i) transfer, assignment, sale or other disposition of any transaction with any Affiliate outside of the Ordinary Course assets shown or reflected in the Balance Sheet or cancellation of Businessany debts or entitlements; (j) any declaration, setting aside transfer or payment assignment of or grant of any dividend license or other distribution in respect of the capital stock (sublicense under or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiaryto any Gravitas Intellectual Property; (k) abandonment or lapse of or failure to maintain in full force and effect any authorizationregistration of Gravitas Intellectual Property, issuance, sale or other disposition by Subsidiary failure to take or maintain reasonable measures to protect the confidentiality or value of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarytrade secrets included in Gravitas Intellectual Property; (l) abandonment or lapse of or failure to maintain in full force and effect any Permit or license from any Governmental Authority; (Am) reorganizationdefault, liquidation breach or dissolution violation of Seller any Permit, or Subsidiary notice of the same from any Governmental Authority; (n) material damage, destruction or loss (Bwhether or not covered by insurance) business combination involving Seller to any Gravitas Assets; (o) any capital investment in, or Subsidiary and any loan to, any other Person; (mp) any amendment acceleration, termination, material modification to the organizational documents of Subsidiary or the taking cancellation of any action with respect material Contract (including, but not limited to, any Material Contract) to any such amendmentwhich Gravitas is a party or by which it is bound; (nq) except any material capital expenditures; (r) imposition of any Encumbrance upon any of Gravitas’ properties or assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or changes in any wages, salary, severance, pension, vacation, incentives, trading arrangements or policies or other compensation or benefits in respect of its current or former employees, officers, managers, independent contractors or consultants, other than as set forth on Schedule 6.10(nrequired by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees that results in any increase in liabilities or costs to Gravitas, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, manager, independent contractor or consultant; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, manager, independent contractor or consultant, (ii) benefit plan or (iii) collective bargaining or other agreement with a union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any violationother transaction with, breach any of its members or default undercurrent or former managers, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $15,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the taking assets, stock or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach other equity of, or default underby any other manner, any term business or provision of any Permit held Person or used by Subsidiary or Seller and relating to the Business or the Purchased Assetsany division thereof; or (oz) any entering into of an agreement Contract to do any of the foregoing, or engage any action or omission that would result in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Since June 30, since December 312011, 2008, Subsidiary and TransTex has conducted the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business and there has not been any TransTex Material Adverse Effect and no circumstances have arisen, which, individually or in the creation aggregate, would reasonably be expected to have a TransTex Material Adverse Effect. Without limiting the foregoing, except as set forth on Section 4.7 of the Disclosure Schedules, since June 30, 2011 (or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice January 1, 2012 with respect to the Business or Subsidiary;Section 4.7(q) below only), TransTex has not: (ea) any entry entered into, terminationamended, amendmentmodified, cancellationsupplemented, terminated or other modification of failed to renew any Agreement or any waiver of, or agreement with respect to, any rights or obligations Material Contract set forth thereinon Section 4.9 of the Disclosure Schedules or otherwise waived, released or assigned any material rights, claims or benefits of TransTex thereunder, in each case other than in the Ordinary Course of Business; (fb) any material settlementsold, waiver assigned, transferred, conveyed, leased or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption otherwise disposed of any Indebtedness of its assets or properties having a value in an aggregate amount greater than Fifty Thousand Dollars (excess of $50,000); (h) any (i) delay or postponement , except for the sale of the payment of any accounts payable or any change inventory in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (c) (i) taken any action with respect to the grant of any severance or termination pay to any employees that will become due and payable on or after the Closing Date; (ii) adopted, entered into, or terminated any Benefit Plan or any plan, agreement, policy, practice or arrangement that would be a Benefit Plan if in effect on the date hereof; (iii) amended or communicated (whether orally or in writing) any increase in benefits or any change in current or former employee or Independent Contractor participation or coverage under any Benefit Plan that would increase the expense of maintaining such Benefit Plan; (iv) increased the compensation or fringe benefits of any current or former employee or Independent Contractor (except for increases in salary or wages in the Ordinary Course of Business); (v) granted any equity or equity-based awards; or (vi) made, contracted to make, or arranged for, retention payments to be made to any employee. (d) acquired or disposed of by stock transaction, lease, merger or consolidation with, or merged or consolidated with, or purchased all or substantially all of the assets of, or otherwise acquired any material assets or business of, any corporation, partnership, association, joint venture or other business organization or division thereof; (e) incurred, assumed or guaranteed any Indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business; (f) cancelled any debts or claims or amended, terminated or waived any rights constituting Purchased Assets; (g) made or forgiven any material loans or material advances to any Person, except for advances to current employees or Independent Contractors for expenses, or extensions of trade credit, in each case incurred in the Ordinary Course of Business; (h) authorized for issuance, issued or sold or agreed or committed to issue or sell (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Equity Interest of any class, securities or equity equivalents of TransTex; (i) incurred or assumed any Indebtedness, or issued or sold any debt securities or warrants or rights to acquire any debt securities of TransTex; (j) permitted any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or assets of TransTex to be subjected to any Lien other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiarythan Permitted Liens; (k) made any authorization, issuance, sale material changes in the type or amount of its insurance coverage or permit any insurance policy naming TransTex as a beneficiary or a loss payee to be canceled or terminated other disposition by Subsidiary than in the Ordinary Course of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, SubsidiaryBusiness; (l) settled, paid or discharged, or admitted liability or consented to (1) non-monetary relief in respect of any (A) reorganizationAction unless compelled by final, liquidation or dissolution non-appealable Order of Seller or Subsidiary a Governmental Authority, or (B2) business combination involving Seller or Subsidiary and monetary relief in connection with any other PersonAction; (m) any amendment to the organizational documents of Subsidiary incurred or the taking of any action with respect committed to any such amendmentobligation to make any capital expenditure (or series of capital expenditures) in excess of $50,000, individually or in the aggregate, which would constitute an Assumed Liability; (n) except as set forth on Schedule 6.10(n)made any material changes in any Tax position or in any principles, any violation, breach or default underpractices, or methods of accounting or auditing practice other than those changes required by GAAP, disclosed in the taking notes to the Financial Statements or failure as appropriate to take conform to changes in Tax Laws; (o) incurred any material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; (p) entered into any agreement, or otherwise become obligated, to do any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used prohibited by Subsidiary or Seller and relating to the Business or the Purchased Assetsforegoing; or (oq) any entering into of an agreement failed to do or engage in any of comply with the foregoingCash Management Policy.

Absence of Certain Developments. Except as expressly contemplated by this Agreement Agreement, as set forth in the attached disclosure schedules of the Buyer (the "Buyer Disclosure Schedules") or as set forth on Schedule 6.10in the Commission Documents, since December 31June 30, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, 2005: (i) there has not been: (a) been any eventmaterial adverse change in the business, change assets or circumstance financial condition of the Buyer nor has there occurred any event which has had, or is reasonably likely to haveresult in a material adverse change in the business, a Seller Material Adverse Effectassets or financial condition of the Buyer; (bii) there has not been any material damage (normal wear and tear excepted)damage, destructiondestruction or loss, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business property and assets of the Buyer having a replacement cost of more than $25,000 for any single loss or Subsidiary$50,000 for all such losses; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (of the Buyer or any repurchase, redemption or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder acquisition by the Buyer of any outstanding shares of capital stock (or other applicable equity or beneficial interest) securities of, or option with respect toother ownership interest in, Subsidiarythe Buyer; (liv) the Buyer has not awarded or paid any bonuses to employees of the Buyer or agreed to increase the compensation payable or to become payable by it to any of the Buyer'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 (A) reorganization, liquidation 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 dissolution compensation expense of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Personthe Buyer); (mv) there has not been any amendment to change by the organizational documents of Subsidiary Buyer in accounting or the taking of any action with respect to any such amendmenttax reporting principles, methods or policies; (nvi) the Buyer has not entered into any transaction or conducted its business other than in the ordinary course consistent with past practice; (vii) the Buyer has not failed to promptly pay and discharge current liabilities except as where disputed in good faith by appropriate proceedings; (viii) the Buyer has not made any loans, advances or capital contributions to, or investments in, any person or entity; (ix) the Buyer 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 Buyer, except for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the ordinary course of business consistent with past practice; (x) the Buyer has not discharged or satisfied any lien, or paid any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice and which, in the aggregate, would not be material to the Buyer; (xi) the Buyer has not canceled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived or released any contract or right except in the ordinary course of business consistent with past practice and which, in the aggregate, would not be material to the Buyer; (xii) the Buyer has not made or committed to make any capital expenditures or capital additions or betterments in excess of $20,000 individually or $40,000 in the aggregate; (xiii) the Buyer has instituted or settled any material legal proceeding; and (xiv) the Buyer has not agreed to do anything set forth on Schedule 6.10(nin this Section 2(j), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Since the Most Recent Balance Sheet Date, since December 31, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business and, except for the matters disclosed on Schedule 3.8: 3.8.1. the Company has not (i) amended its organizational documents, (ii) amended any term of its outstanding equity interests or other securities or (iii) issued, sold, granted, or otherwise disposed of, any Capital Stock; 3.8.2. the Company has not become liable in respect of any guarantee nor has incurred, assumed or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under credit facilities in existence on the Most Recent Balance Sheet Date; 3.8.3. the Company has not permitted any of its Assets to become subject to an Encumbrance other than a Permitted Encumbrance or sold, leased, licensed or otherwise disposed of any of its Assets, except for the sale of inventory in the Ordinary Course of Business, andor terminated any contractual obligation that, with respect if in place, would have been required to be disclosed on Schedule 3.18, or cancelled any material debts or claims; 3.8.4. the Business, the Purchased Assets and Subsidiary, there Company has not been: (ai) any event, change discharged or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) satisfied any material damage Encumbrance or (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insuranceii) affecting Subsidiary or the Business or any Purchased Asset in paid any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of SubsidiaryLiability, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than trade payables paid in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any 3.8.5. the Company has not (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) made any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiaryor any repurchase, redemption or other acquisition of, any of its Capital Stock, (ii) purchased, redeemed or otherwise acquired any Capital Stock or (iii) entered into, or performed, any transaction with, or for the benefit of, any Seller or any Affiliate of any Seller (other than Compensation payments made to officers, directors and employees in the Ordinary Course of Business); 3.8.6. there has been no material loss, destruction, damage or eminent domain taking (kin each case, whether or not insured) affecting the Business or any material Asset; 3.8.7. the Company has not increased the Compensation payable or paid, whether conditionally or otherwise, to (i) any authorizationnon-executive employee, issuanceformer employee, sale consultant, former consultant, independent contractor, former independent contractor, or agent other disposition by Subsidiary than in the Ordinary Course of Business, (ii) any current or former executive officer, director or officer, (iii) any Seller other than in its capacity as an executive officer, director or officer, or (iv) any Affiliate of any shares of capital stock (Seller; 3.8.8. the Company has not made any loan or other applicable equity or beneficial interest) advance to, guarantee for the benefit of, or option with respect tomade any investment in, Subsidiary, any Person (other than advances to an employee in the Ordinary Course of Business); 3.8.9. the Company has not entered into any material contractual obligation providing for the employment or any modification or amendment engagement of any right of any holder of any outstanding shares of capital stock (Person on a full-time, part-time, consulting, independent contractor or other applicable equity basis or beneficial interest) ofotherwise providing Compensation or other benefits to any officer, director, employee or option with respect toconsultant, Subsidiaryin each case in excess of $25,000; 3.8.10. the Company has not made any change in any method of accounting or accounting practices or policies (lother than the change from cash based to accrual based accounting) or made any write down in the value of its inventory that is material or that is other than in the Ordinary Course of Business or reversed any accruals or reserves (A) reorganization, liquidation whether or dissolution not in the Ordinary Course of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other PersonBusiness); 3.8.11. the Company has not engaged in any promotional sale or discount or other activity with any customer (mother than in the Ordinary Course of Business) that has or would reasonably be expected to have the effect of materially accelerating to pre-Closing periods sales that would otherwise be expected to occur in post-Closing periods (including any amendment failure to market and sell its products in normal commercial quantities and through normal commercial channels prior to the organizational documents of Subsidiary or the taking of any action with respect to any such amendmentClosing); (n) 3.8.12. the Company has not terminated or closed any material Facility, business or operation; 3.8.13. the Company has not adopted, amended or terminated any Employee Plan or collective bargaining agreement or other labor union contract or, except as set forth on Schedule 6.10(n)required by the terms of the Employee Plan or applicable Legal Requirements, increased any violation, breach material benefits under any Employee Plan; 3.8.14. the Company has not written up or default under, written down any of its material Assets or revalued its inventory; 3.8.15. the taking Company has not entered into any agreement or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and commitment relating to capital expenditures exceeding $25,000 individually or in the Business or aggregate; 3.8.16. the Purchased Assets; or (o) Company has not entered into any entering into of an agreement commitment to do or engage in any of the foregoingthings referred to elsewhere in this Section 3.8; and 3.8.17. no event or circumstance has occurred which has had, or is reasonably likely to have, a Material Adverse Effect.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Section 3.07 of the Disclosure Letter, since December 31from the Most Recent Balance Sheet Date through the date of this Agreement, 2008(a) there has not been any change or effect that, Subsidiary and individually or in the aggregate, constitutes a Material Adverse Effect, (b) the Business has been conducted only in all material respects in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, (c) there has not beenbeen any: (ai) any event, change or circumstance which has hadin, or is reasonably likely to haveamendment to, a Seller Material Adverse Effectthe Organizational Documents of the Company; (bii) transfer, issue, split, combination, reclassification, sale or disposal of any material damage (normal wear and tear excepted), destruction, eminent domain taking shares of capital stock or other casualty loss (whether equity securities of the Company, or not covered by insurance) affecting Subsidiary repurchase, redemption or acquisition of any shares of capital stock or other equity securities of the Business or any Purchased Asset in any material respectCompany; (ciii) any purchasetransfer, sale, mortgage, pledge, lease, or creation license or other incurrence disposal of any Lien on business or assets of the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereinCompany, other than in the Ordinary Course of Business; (fiv) adoption of any material settlementplan of merger, waiver combination, reorganization, liquidation, dissolution or agreement with respect to consolidation by any Legal Proceeding, Liabilityof the Company, or other rightfiling of a petition in bankruptcy under any provisions of federal or state bankruptcy Applicable Law, or consent to the filing of any bankruptcy petition against it under any similar Applicable Law, by the Company; (gv) any creation or incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000)Lien on any material tangible or intangible asset of the Company; (hvi) any (i) delay issuance or postponement of the payment forgiveness of any accounts payable loans, advances or investments made in, any change other Person by the Company exceeding $100,000, other than travel advances to employees in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (jvii) any declarationexcept in the Ordinary Course of Business, setting aside or payment increases in the compensation of any dividend employee or other distribution in respect contractor of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, SubsidiaryCompany; (kviii) any authorization, issuance, sale or other disposition by Subsidiary grant of any shares bonus to any employee, consultant or independent contractor of capital stock (or the Company other applicable equity or beneficial interest) ofthan in the Ordinary Course of Business, or option entrance into any employment, severance or similar Contractual Obligation with respect toany employee, Subsidiary, consultant or any modification or amendment independent contractor of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarythe Company; (lix) adoption, material amendment or termination of any Company Plan, except as required by Applicable Law or the terms thereof; (x) except in the Ordinary Course of Business, settlement by any member of the Seller Group of any claims or rights that are (A) reorganization, liquidation or dissolution of Seller or Subsidiary the Company or (B) business combination involving Seller or Subsidiary and any other Personsolely related to the Business; (mxi) any amendment material changes in the Accounting Policies (except as required by changes in GAAP); (xii) with respect to the organizational documents of Subsidiary Company, change or the taking revocation of any action material Tax election, change in any material method of accounting for Tax purposes, change in any annual Tax accounting period, settlement of any Tax proceeding, investigation or assessment with respect to a material amount of Taxes, or surrender of any right to claim a material Tax refund; provided that nothing in this Section 3.07(xii) shall apply to any actions taken by any member of any consolidated, combined or unitary Tax group which includes the Company, on the one hand, and Seller or any Affiliate of Seller, on the other hand; (xiii) material change by the Company in (A) cash management practices or policies, or (B) practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (xiv) revaluation of assets, including writing off notes or accounts receivable by the Company; (xv) entry into any Contractual Obligation or agreement that would be required to be disclosed on Section 3.14 of the Disclosure Letter; (xvi) transfer, assignment or grant of any license or sublicense of any rights under or with respect to any such amendmentIntellectual Property, except in the Ordinary Course of Business; (nxvii) except as set forth on Schedule 6.10(n)material damage, any violation, breach destruction or default underloss (whether or not covered by insurance) to the property of the Company; (xviii) capital expenditures by the Company in excess of $250,000; (xix) entry into a new line of business or abandonment or discontinuance of existing lines of business by the Company; (xx) acquisition by merger or consolidation with, or by purchase of a substantial portion of the taking assets or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach stock of, or default underby any other manner, any term business or provision of any Permit held Person or used any division thereof by Subsidiary or Seller and relating to the Business or the Purchased AssetsCompany; or (oxxi) any entering Contractual Obligation entered into of an agreement by the Company or Seller to do any of the foregoing, or engage any action or omission that would result in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10in Section 4.10 of the Principal Disclosure Schedule, since December 31, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary1996, there has not been: been no (ai) any event, change or circumstance event which has had, or is reasonably likely to have, would result in a Seller Principal Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in with respect of to the capital stock of Principal, (or other applicable equity or beneficial interestiii) issuance of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (other than pursuant to the exercise of options, warrants, or convertible securities outstanding at such date) or options, warrants or rights to acquire capital stock, (iv) material loss, destruction or damage to any property of Principal or any Principal Subsidiary, whether or not insured, (v) acceleration or prepayment of any indebtedness for borrowed money, (vi) labor trouble involving Principal or any Principal Subsidiary or any material change in their personnel or the terms and conditions of employment, (vii) waiver of any valuable right in favor of Principal or any Principal Subsidiary, (viii) loan or extension of credit by Principal or any Principal Subsidiary to any officer or employee of Principal or any Principal Subsidiary other applicable equity than advances for travel-related expenses and similar advances to officers and employees of Principal in the ordinary course of business or beneficial interest(ix) acquisition or disposition of any material assets, other than Excluded Assets, (or any contract or arrangement therefor), or any Option with respect to, Subsidiary; other material transaction by Principal or any Principal Subsidiary otherwise than for fair value in the ordinary course of business; (kx) any authorizationincurrence, issuance, sale assumption or other disposition guarantee by Principal or any Principal Subsidiary of any shares indebtedness, obligation or liability, other than in the ordinary course of capital stock business; (xi) any sale, assignment, transfer or other applicable equity or beneficial interest) disposition of, or option any incurrence, creation or assumption of any Lien on, any material asset of Principal or any Principal Subsidiary other than in the ordinary course of business and except for guarantees by Principal of the indebtedness, obligations or liabilities of any Principal Subsidiary; (xii) any making of any loan, (a) any increase in the rate or terms of compensation (including bonuses) payable or to become payable by Principal or any Principal Subsidiary to its directors or officers, except increases occurring in the ordinary course of business in accordance with respect its customary practices, (b) any material increase in the rate or terms of any Principal Plans, payment or arrangement made by Principal to, Subsidiaryfor or with any such directors or officers, except increases occurring in the ordinary course of business, (c) any employment, consulting, deferred compensation, severance, retirement or other similar agreement entered into with any director, officer, employee, agent of Principal or any modification or amendment of any right of any holder of any outstanding shares of capital stock Principal Subsidiary (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking any such existing agreement), (d) any grant of any action with respect severance or termination pay to any such amendment; (n) except as set forth on Schedule 6.10(n)director, any violationofficer, breach or default underemployee, or the taking agent of Principal or failure to take any action that Principal Subsidiary; (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (oxiv) any entering into expenditure or commitment for additions to property, plant or equipment of an agreement Principal or any Principal Subsidiary that exceeds $500,000 individually; or (xv) any contract to do or engage in any of the foregoing.

Absence of Certain Developments. Since the Balance Sheet Date, there has not been any Material Adverse Effect and, no event has occurred or circumstances exist that are reasonably expected to result in a Material Adverse Effect. Except as set forth on Schedule 5.10 (arranged in subsections corresponding to the subsections below) and except as expressly contemplated by this Agreement or as set forth on Schedule 6.10(including the Sellers and Purchasers entering into the Management Agreement), since December 31the Balance Sheet Date, 2008, Subsidiary and Sellers have conducted the Business only in the Ordinary Course of Business and there has not been conducted only any: (a) damage to or destruction or loss of Assets or failure to maintain the Assets in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); (b) entry into, modification of, expiration of, assignment of, termination of, breach of or receipt of notice of termination or breach of any Material Contract; (c) expiration of, assignment of, modification of, termination of, breach of or receipt of notice of termination or breach of or, other than in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) entry into any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse EffectContract; (bd) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation transfer or other incurrence disposition of any Asset or the creation of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, except sales or leases of assets inventory in the Ordinary Course of Business or that is obsolete or no longer used or useful in the creation or incurrence conduct of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or SubsidiaryBusiness; (e) dividend or distribution by any entry intoSeller, termination, amendment, cancellationwhether in cash or in kind, or other modification removal of any Agreement cash or other assets from any waiver ofSeller other than (A) the sale of Inventory in the Ordinary Course of Business and (B) for the discharge of Accounts Payable in the Ordinary Course of Business; (f) change by any Seller in accounting principles, methods or agreement with respect to, policies; (g) termination or engagement of any rights or obligations set forth therein, employee of any Seller other than in the Ordinary Course of Business; (fh) entry into any material settlement, waiver prepaid transactions or agreement with respect acceleration of revenue recognition or of the sales for periods prior to the Closing or change to any Legal Proceeding, Liability, Sellers’ policies or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary practices with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)accounts receivable; (i) adoption by any transaction with Seller of any Affiliate outside plan of the Ordinary Course merger, consolidation, reorganization, liquidation, or dissolution, or filing of Businessa petition in bankruptcy under any provisions of federal or state bankruptcy Law; (j) any declarationtransfer, setting aside assignment or payment grant of any dividend license or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates sublicense of any such capital stock (rights under or other applicable equity or beneficial interest), or any Option with respect to, Subsidiaryto any Intellectual Property Assets; (k) any authorization, issuance, sale or other disposition by Subsidiary material change with respect to the business of any shares Seller, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of capital stock (manufacturing or other applicable equity distributing its products, the levels or beneficial interest) ofquality of inventory, equipment, or option with respect to, Subsidiary, revenue-earning property that it maintains or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiaryits marketing techniques; (l) modification or relinquishment of any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other PersonPermit relating to the Business; (m) any amendment material reduction of business with, or material adverse change to the organizational documents pricing, quantity or other terms of Subsidiary or the taking of business with, any action with respect to any such amendmentcustomer; (n) except as set forth on Schedule 6.10(n)modification of Sellers’ standard terms of sale, any violationstandard form of purchase order or pricing or purchasing policies, breach terms or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assetslevels; or (o) Contract or commitment entered into by any entering into of an agreement Seller to do or engage in any of the foregoing.

Absence of Certain Developments. Except as set forth in SCHEDULE 3.7, since the date of the Most Recent Balance Sheet, there has not been any Material Adverse Effect and each of the Company and the Subsidiaries has conducted their respective businesses in the ordinary and usual course consistent with past practices. Without limiting the generality of the foregoing, except as set forth on SCHEDULE 3.7 or as expressly contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December 31, 2008, Subsidiary and the Business has been conducted only in date of the Ordinary Course Most Recent Balance Sheet none of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not beenCompany nor any of its Subsidiaries has: (a) experienced any eventmaterial changes in any relationship with its suppliers, change customers, distributors, brokers, lessors or circumstance which has hadothers, or is reasonably likely to haveother than changes in the ordinary course of business, a Seller Material Adverse Effectconsistent with past custom and practice; (b) sold, leased, transferred, or assigned any of its material assets, tangible or intangible (including, without limitation, the Proprietary Rights) other than for fair consideration in the ordinary course of business, consistent with past custom and practice; (c) entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases or licenses) involving more than $100,000 individually to which it is a party or by which it is bound nor modified the terms of any such existing contract or agreement, other than in the ordinary course of business consistent with past custom and practice; (d) engaged in any activity which has resulted in any acceleration or delay of the collection of its accounts or notes receivable or any delay in the payment of its accounts payable, in each case other than in the ordinary course of business consistent with past custom and practice; (e) (nor has any other party) accelerated, terminated, modified or canceled any permit or agreement, contract, lease or license involving more than $100,000 individually to which it is a party or by which it is bound; (f) suffered any material damage (normal wear and tear excepted)damage, destructiondestruction or loss, eminent domain taking or other casualty loss (whether or not covered by insurance) , affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, property or creation assets owned or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other rightused by it; (g) adopted, modified, amended or terminated, in any incurrence material respect, any bonus, profit-sharing, incentive, severance, or assumption other similar plan (including any Employee Benefit Plan), contract, or commitment for the benefit of any Indebtedness of its directors, officers, or employees, or otherwise made any material change in an aggregate amount greater than Fifty Thousand Dollars the employment terms ($50,000including any increase in the base compensation) for any of its officers and employees described in clause (i) of Section 3.13(a); (h) made any (i) delay or postponement of the payment of any accounts payable capital expenditure or any change other investment (or series of related investments) in excess of $100,000 other than in the methodology employed by Seller or Subsidiary ordinary course of business consistent with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)past custom and practices; (i) issued any transaction with note, bond, or other debt security or created, incurred, assumed, or guaranteed any Affiliate outside of indebtedness involving more than $100,000 individually or in the Ordinary Course of Businessaggregate; (j) canceled, compromised, waived, or released any declaration, setting aside right or payment of any dividend or other distribution in respect of the capital stock claim (or other applicable equity series of related rights and claims) either involving more than $100,000 individually or beneficial interest) in the aggregate or outside the ordinary course of Subsidiarybusiness, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option consistent with respect to, Subsidiarypast custom and practice; (k) made or authorized any authorization, issuance, sale change in its charter or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiaryby-laws; (l) issued, sold, or otherwise disposed of any of its capital stock, or granted, modified or amended any options, warrants, stock appreciation rights, or other rights to purchase or obtain (Aincluding upon conversion, exchange, or exercise) reorganization, liquidation any of its capital stock or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and participate in any other Personchange in the value thereof; (m) any amendment made or been subject to the organizational documents of Subsidiary change in its accounting practices, procedures or the taking of any action with respect to any such amendmentmethods or in its cash management practices; (n) except as set forth on Schedule 6.10(nentered into or become party to any agreement, arrangement or transaction with any of its Affiliates or any of their respective directors, officers, employees (other than in the ordinary course of business, consistent with past custom and practice), shareholders or Relatives, including, without limitation, any violation(i) loan or advance of funds, breach or default made any other payments, to any of its directors, officers, employees, shareholders or Affiliates, (ii) creation or discharge of any intercompany account, other than in the ordinary course of business consistent with past practice, or (iii) any payment or declaration of any dividend, redemption or other distribution with respect to their respective capital stock; (o) granted any license or sublicense of any rights under, or the taking or failure allowed to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach lapse, disposed of, or default under, otherwise experienced any term or provision of any Permit held or used by Subsidiary or Seller and relating adverse changes with respect to the Business Proprietary Rights; (p) experienced any material changes in the amount or the Purchased Assetsscope of coverage of insurance now carried by them; or (oq) any entering into of an agreement committed to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Section 3.07 of the Company Disclosure Letter or related to, or as a result of COVID-19 or COVID-19 Measures, since December 31the Latest Balance Sheet Date through the date of this Agreement, 2008, Subsidiary and none of the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not beenCompany Entities has: (a) incurred, created, paid or repaid any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse EffectIndebtedness for borrowed money; (b) subjected any of its material damage (normal wear and tear excepted)properties or material assets to any Lien, destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respectexcept for Permitted Liens; (c) settled or otherwise compromised any purchase, sale, mortgage, pledge, lease, material Action or creation or other incurrence threatened Action for an amount in excess of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions$250,000; (d) acquired any material change business (in any method form of accounting transaction) at a cost in excess of $1,000,000; (e) declared, set aside or accounting practice made any payment or distribution of property to the Company’s equityholders with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellationsuch equityholder’s Equity Securities, or other modification of purchased, redeemed or otherwise acquired any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, Equity Securities (other than in the Ordinary Course of Businesswholly-owned Subsidiaries); (f) sold, assigned, leased, licensed or otherwise transferred any material settlementof its tangible assets, waiver or agreement with respect to any Legal Proceeding, Liability, or other rightexcept in the ordinary course of business for fair value; (g) sold, transferred, assigned, or licensed to a third party, or abandoned or permitted to lapse or expire any incurrence or assumption material Intellectual Property Rights (other than non-exclusive licensing of any Indebtedness Intellectual Property Rights in an aggregate amount greater than Fifty Thousand Dollars ($50,000the ordinary course of business); (h) modified, other than in the ordinary course of business, its cash management practices in any (i) material manner, including any delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary other Liability, any agreement with respect any party to extend the payment thereofdate of any accounts payable or expenses, (ii) acceleration salaries, bonuses, or any other Liability or obligation, or otherwise engaging in any activity the purpose or intent of which is to accelerate to earlier periods the collection of Accounts Receivable accounts or any change notes receivable that otherwise would be expected to occur in the methodology employed by Seller or Subsidiary with respect subsequent periods, in each case which is material to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)Company Entities taken as a whole; (i) directly or indirectly engaged in any transaction transaction, arrangement or Contract (excluding any Employee Benefit Plan) with any officer, manager, member, partner, direct or indirect equityholder or other insider or Affiliate outside of any Company Entity, except employment arrangements in the Ordinary Course ordinary course of Businessbusiness; (j) any declaration, setting aside except for actions taken in the ordinary course of business or payment as required by the terms of any dividend CBA, Employee Benefit Plan or other distribution in respect of the capital stock applicable Law, established, materially amended, terminated or adopted any new material Employee Benefit Plan (or other applicable equity any plan, policy, program, arrangement or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interestContract that would constitute a material Employee Benefit Plan if it were in existence on the date hereof), or any Option with respect to, Subsidiary; (k) changed any authorizationannual accounting period, issuanceadopted or changed any method of accounting or accounting practices, sale estimation techniques, assumptions, policies or other disposition principles theretofore adopted or followed, except as required by Subsidiary of any shares of capital stock (GAAP or other applicable equity or beneficial interest) ofLaw and reflected in a note to the Financial Statements, or option with respect to, Subsidiary, reversed any accruals or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiaryreserves; (l) implemented any layoffs that required notice under the U.S. Worker Adjustment and Retraining Notification Act of 1988 or any similar Law giving rise to mass termination obligations (A) reorganizationcollectively, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Personthe “WARN Act”); (m) any amendment to made capital expenditures or commitments therefor that deviate from the organizational documents annual capital expenditures budget for the Company Entities attached hereto as Section 3.07(m) of Subsidiary or the taking of any action with respect to any such amendmentCompany Disclosure Letter by more than $250,000 in the aggregate; (n) made any loans or advances to, guarantees for the benefit of or any Investments in any Person, other than advances to any employee of the Company Entities in the ordinary course of business and not in excess of $100,000 individually or $250,000 in the aggregate; (o) made any charitable contributions in excess of $100,000 in the aggregate or made any political contributions; (p) (i) changed a method of accounting or accounting period for Tax purposes, (ii) entered into any agreement with any Governmental Entity (including a “closing agreement” under Code Section 7121) with respect to any Tax matter, (iii) filed an amended Tax Return, (iv) changed or revoked any material election with respect to Taxes, or (v) made any material Tax election inconsistent with past practices; (q) (i) materially increased the compensation, severance or termination pay, bonus, commission, fee, or benefits payable to any of its current or former directors, officers, individual service providers or any other employees, except as set forth on Schedule 6.10(nmay be required under existing employment agreements, CBAs or Employee Benefit Plans or general merit based increases in the ordinary course of business, (ii) hired any new employees or engaged any new independent contractors, unless such hiring or engagement is in the ordinary course of business and is with respect to employees or contractors having an annual base salary or fee and target cash incentive compensation opportunity not reasonably expected to exceed $150,000, (iii) entered into or materially amended any Contracts of employment, including any offer letter, or any consulting, bonus, commission, severance, retention, change in control, equity or equity-based award, retirement or similar agreement, except for employment agreements or offer letters for newly hired employees in the ordinary course of business with an annual base salary and target cash incentive compensation opportunity not reasonably expected to exceed $150,000, (iv) taken any action to cause to accelerate the payment, funding, right to payment or vesting of any compensation or benefits (except as required by applicable Law or the terms of any Employee Benefit Plan), or (v) terminated the employment or service of any violationemployee or other individual service provider of any Company Entity with an annual base salary and target cash incentive compensation opportunity that exceeds $150,000, breach other than for cause; (r) amended or default underotherwise modified its Organizational Documents; (s) issued, sold, pledged, transferred, disposed of or otherwise subjected to any Lien any Equity Securities of the Company or any of its Subsidiaries; (t) reclassified, combined, split, subdivided or redeemed, or purchased or otherwise acquired, directly or indirectly, any of its Equity Securities; (u) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the taking Company or failure to take any action that of its Subsidiaries; (with v) waived, amended or without notice modified any Note Document, or waived, amended or modified any Company Entity’s rights thereunder; (w) permitted the lapse of time or both) would constitute a violation or breach of, or default under, any term or provision existing policy of any Permit held or used by Subsidiary or Seller and insurance relating to the Business business or assets of the Purchased AssetsCompany Entities, other than in the ordinary course of business; or (ox) any entering into of an agreement authorized, committed or agreed, whether orally or in writing, to do or engage in any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 5.5, since June 30, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement or and as set forth on Schedule 6.105.5, since December 31June 30, 20082015, Subsidiary and the Business Company has been conducted its business only in the Ordinary Course of Businessordinary course consistent with past practice, and, with respect to and the Business, the Purchased Assets and Subsidiary, there Company has not beennot: (a) incurred any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse EffectIndebtedness; (b) delayed, postponed or cancelled the payment of accounts payable or any material damage (normal wear and tear excepted)other Liability, destructionthe purchase of inventory, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business replacement of inoperable, worn out or any Purchased Asset obsolete assets with assets of comparable quality, other than in any material respectthe ordinary course of business consistent with past practice; (c) sold, assigned, transferred, leased, licensed, failed to maintain or abandoned any purchase, sale, mortgage, pledge, leaseof the Purchased Assets, or creation taken any action that could reasonably be expected to result in the loss, lapse or other incurrence abandonment of any Lien on the BusinessCompany Intellectual Property Rights, any Purchased Asset or asset except (i) sales of Subsidiary, other than purchases, sales or leases of assets inventory in the Ordinary Course ordinary course of Business business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the creation or incurrence ordinary course of Permitted Exceptionsbusiness consistent with past practice; (d) failed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any method of accounting or accounting practice policies, or made any write-down in the value of its inventory that is material or outside of the ordinary course of business consistent with respect past practice, except to the Business extent required by applicable law or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of BusinessGAAP; (f) suffered any material settlementchange, waiver event or agreement with respect condition which, individually or in the aggregate, has had or could reasonably be expected to any Legal Proceeding, Liability, or other righthave a Material Adverse Effect; (g) cancelled or waived any incurrence right or assumption claim (or series of related rights and claims) related to any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000)Purchased Asset; (h) any (i) delay agreed, whether orally or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereofwriting, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth on Schedule 6.104.7 hereto or as contemplated by this Agreement, since December 31January 1, 20081995, Subsidiary and the Seller has conducted the Business has been conducted only in the Ordinary Course of Business, and, ordinary course and has not with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (ai) mortgaged, pledged or subjected to lien, restriction or any eventother Lien any of the property, change businesses or circumstance which has hadassets, tangible or is reasonably likely to haveintangible, a Seller Material Adverse Effectof the Business, except for Permitted Exceptions; (bii) with the exception of the business related to Therapeutic Support Systems, sold, transferred, leased or loaned to others or otherwise disposed of any material damage of its assets (normal wear and tear exceptedor committed to do any of the foregoing), destructionincluding the payment of any loans owed to any affiliate, eminent domain taking except for inventory sold to customers in the ordinary course of business and consistent with prior practice, or other casualty loss canceled, waived, released or otherwise compromised any debt or claim, or any right of significant value, except in the ordinary course of the Business and consistent with prior practice; (iii) suffered any damage or destruction (whether or not covered by insurance) affecting Subsidiary which has had or the Business or any Purchased Asset in any material respectis reasonably likely to have a Material Adverse Effect; (civ) made or committed to make any purchase, sale, mortgage, pledge, lease, capital expenditures or creation capital additions or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice betterments with respect to the Assets or the Business or Subsidiaryin excess of an aggregate of $1,000,000; (ev) encountered any entry intolabor union organizing activity with respect to non-union workers, terminationhad any actual or, amendmentto the Seller's knowledge, cancellationthreatened employee strikes, or, to the Seller's knowledge, any material work stoppages, slow-downs or lock-outs related to any labor union organizing activity or any actual or, to the Seller's knowledge, threatened employee strikes; (vi) instituted any litigation, action or proceeding before any court, governmental body or arbitration tribunal relating to it or its property, except for litigation, actions or proceedings instituted in the ordinary course of the Business and consistent with prior practice; (vii) acquired, or other modification agreed to acquire, by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of any Agreement or any waiver the assets of, or agreement with respect toby any other manner, any rights business or obligations set forth thereinany corporation, other than in the Ordinary Course of Business; (f) any material settlementpartnership, waiver or agreement with respect to any Legal Proceeding, Liability, association or other right; (g) any incurrence business organization or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment division thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (oviii) increased, or agreed or promised to increase, the compensation of any entering into of an agreement to do officer, employee or engage in any agent of the foregoing.Seller in the Business, directly or

Absence of Certain Developments. Except as expressly Since the Latest Balance Sheet Date, except for the transactions contemplated by this Agreement or and the Related Agreements, except as otherwise set forth on Schedule 6.10Section 5.06 of the Disclosure Schedule, since December 31, 2008, Subsidiary and the Business (i) each Acquired Company has been conducted only its business in the Ordinary Course of Business, and, and (ii) there has not been with respect to the Business, Business or the Purchased Assets and Subsidiary, there has not beenAcquired Companies any: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted)damage, destruction, eminent domain taking or other casualty loss (Loss, whether or not covered by insurance) affecting Subsidiary insurance or the Business or any Purchased Asset not, having a cost in any material respectexcess of $200,000; (c) any purchaseMaterial change in accounting policies, sale, mortgage, pledge, leaseprinciples, or creation methodologies or in the manner the Acquired Companies keep their respective books and records or any Material change by the Acquired Companies of their current cash management, billing, collection or other incurrence of accounting practices including with respect to sales, receivables, payables, or expenses (including any Lien on the Business, any Purchased Asset change in depreciation or asset of Subsidiary, amortization policies or rates); (d) other than purchases, with respect to this Agreement or sales or leases of assets inventory in the Ordinary Course of Business Business, the sale, assignment, transfer, lease, license, pledge, mortgage, encumbrance or other disposition of, or entry into a Material Contract to sell, assign, transfer, lease, license, pledge, mortgage, encumber or otherwise dispose of, any asset or property having a value in excess of $125,000 individually, or $250,000 in the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiaryaggregate; (e) changes in the ownership of the Acquired Companies, including the issuance, repurchase, redemption, assignment, or transfer of any entry Equity Securities of the Acquired Companies; (f) any amendment or modification in any Material respect, renewal, termination or grant of any release or relinquishment of any Material right under any Material Contract or Insurance Policy in a manner that adversely affects any Acquired Company, in each case, except for Contracts or Insurance Policies entered into, termination, amendment, cancellation, renewed or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than extended in the Ordinary Course of Business; (fg) except to the extent required to comply with applicable Law or the terms of any Plan or any Material Contract, (A) any material settlementincrease in the compensation or benefits payable by any of the Acquired Companies to its managers, waiver officers, employees or agreement independent contractors (excluding: (i) increases in compensation in the Ordinary Course of Business consistent with respect past practices not to exceed those amounts budgeted by the Acquired Companies for raises in calendar year 2020; and (ii) one-time increases and incentive payments or arrangements after the date hereof as permitted by Section 6.04(b)); (B) any grant or announcement of any equity awards, bonuses or severance benefits payable by any of the Acquired Companies (other than any success, change of control or similar bonuses payable to any Legal Proceedingofficer or employee that is treated as a Transaction Expenses Amount); (C) any hiring of any new employees, Liabilityunless such hiring is in the Ordinary Course of Business; (D) any entry into any employment agreement (excluding offer letters in the Ordinary Course of Business that provide for no severance, change in control or retention benefits) with any of its managers, officers, employees or individual independent contractors; (E) any action to accelerate any payment or benefit, or other right; (g) any incurrence or assumption the funding of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars payment or benefit, payable or to become payable to any managers, officers, employees or individual independent contractors of the Acquired Companies; or ($50,000)F) other adoption, amendment, increase of benefits under, or termination of any Plan; (h) any incurrence of Funded Debt or issuance or sale of any debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise), except for revolving loan borrowings incurred in the Ordinary Course of Business that do not exceed $500,000 or debt incurred by Seller or its Affiliates which does not impose additional Liens on the Acquired Companies’ assets or Equity Securities; (i) delay any extension of loans to any other Person; (j) any change of any Tax election, making of any election that is inconsistent with past practices and procedures, any change any Tax accounting period for purposes of a Tax, change of any method of Tax accounting, filing of any amended Tax Return, settlement or postponement compromise of any audit or proceeding relating to an amount of Taxes which is in excess of any reserve established for such Tax on the books and records of the payment of any accounts payable or any change Companies, except in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in agreement to an extension or waiver of the case statute of limitations with respect to Taxes, entry into any “closing agreement” within the meaning of Section 7121 of the Code (i)-(ivor any similar provision of state, local, or foreign law) abovewith respect to any Tax, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)or surrender of any right to claim a Tax refund; (ik) except for capital expenditures incurred in the Ordinary Course of Business in accordance with the Acquired Companies’ budget plan made available to the Buyer prior to the execution of this Agreement, making of any new capital expenditure or expenditures, other than capital expenditures in excess of the amount set forth in such budget plan not to exceed an aggregate of $100,000; (l) any transaction entry into any Contract to make an acquisition (whether by merger, acquisition of stock or assets, or otherwise) of any business or line of business, other than with any Affiliate outside respect to the purchase of assets in the Ordinary Course of Business; (jm) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of the Organizational Documents of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendmentAcquired Companies; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure Contract to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in consummate any of the foregoing.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth on Schedule 6.105.8(a), since December 31the Balance Sheet Date (i) the Company and its Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and (ii) there has not been any event, 2008change, occurrence or circumstance that, individually or in the aggregate, has had or reasonably would be expected to have a Material Adverse Effect. (b) Without limiting the generality of the foregoing, except as set forth in Schedule 5.8(b), or as expressly contemplated by this Agreement to occur after the date hereof, (i) since the Balance Sheet Date, neither the Company nor any Subsidiary and the Business (A) has been conducted only incurred or discharged or satisfied any Indebtedness or any other material obligation or liability except for normal trade obligations incurred in the Ordinary Course of Business, and(B) has sold, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) transferred or otherwise disposed of any event, change of its material properties or circumstance which has hadassets or any interest therein, or is reasonably likely agreed to havedo any of the foregoing, a Seller Material Adverse Effect; (b) any material damage (normal wear except sales and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence non-exclusive licenses of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, products and sales or leases of assets in the Ordinary Course of Business or the creation disposal of obsolete or incurrence worthless assets, (C) has written off as uncollectible accounts receivables, or written down the value of Permitted Exceptions;its assets, except in each case in the Ordinary Course of Business and at a rate no greater than during the 12-month period ending on the Balance Sheet Date, (D) (d1) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellationhas granted, or other modification of any Agreement is committed to grant, salary or wage increases or any waiver ofincrease in or addition to any other compensation or benefits to Company Employees (except in the case of employees that are not officers, increases in salary, wages or agreement with respect to, any rights or obligations set forth therein, other than incentive compensation in the Ordinary Course of Business; ), (f2) has made any material settlementloan or advance of money or other property to any of the Company Employees (other than routine advances to employees for business expenses in the Ordinary Course of Business in an amount not exceeding $25,000 to any individual employee), waiver (3) has established, adopted, entered into, amended or agreement terminated any Company Benefit Plans, or (4) has granted or promised to grant any equity or equity-based awards to any Company Employees, (E) has purchased or redeemed any shares of capital stock or other equity interests, or made or declared any dividend or distribution with respect to any Legal Proceeding, Liability, capital stock or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereofequity security, (iiF) acceleration has changed its methods of the collection keeping of Accounts Receivable its books of account or any change in the methodology employed accounting practices, except as required by Seller or Subsidiary with respect to the payment theretoGAAP, (iiiG) turnover of inventory, or (iv) incurrence of other Liabilities outside of except in the Ordinary Course of Business, which has changed or modified its existing credit, collection and payment policies, procedures and practices (including any acceleration in the collection of receivables or delay in the payment of payables), (H) has entered into any transaction, agreement or arrangement outside the Ordinary Course of Business that would be required to be disclosed on Schedule 5.20 or (I) has agreed or committed to do any of the foregoing and (ii) since the Balance Sheet Date through the date hereof, neither the Company or any Subsidiary (A) has waived or released any of its material rights with respect to its business, assets, Intellectual Property or Permits or permitted any of such rights to lapse or (B) in the case of (i)-(iv) abovethe Company, exceeds in lost the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into services of an agreement to do or engage in any of the foregoingexecutive officer.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10, since December Since March 31, 20082020, Subsidiary and the Seller has conducted the Business has been conducted only in all material respects in the Ordinary Course of Business, and, and there has not been with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any event, change development or circumstance which state of circumstances that has had, had or is would reasonably likely be expected to have, individually or in the aggregate, a Seller Material Adverse Effect; (b) any incurrence of any Indebtedness by the Business (c) any creation or other incurrence by the Seller of any Encumbrance on any of the Purchased Assets other than Permitted Encumbrances; (d) any sale, transfer, lease or other disposition of any Purchased Asset or any acquisition of a material damage amount of the stock or assets of any other Person; (normal wear and tear excepted)e) any damage, destruction, eminent domain taking or other casualty loss (affecting the Business or the Purchased Assets, whether or not covered by insurance) affecting Subsidiary or , with a book value in excess of $25,000 in the Business or any Purchased Asset in any material respectaggregate; (cf) any purchase, sale, mortgage, pledge, leasecancellation of any indebtedness for borrowed money or claim owed to the Seller, or creation or other incurrence waiver of any Lien on claims or rights of substantial value to the BusinessSeller which constitute Purchased Assets, any Purchased Asset except for such cancellations or asset of Subsidiary, other than purchases, sales or leases of assets waivers as are given in the Ordinary Course of Business or the creation which individually or incurrence of Permitted Exceptionsin combination with related claims or rights do not exceed $25,000; (dg) any material actual or threatened (whether or not in writing) termination of any Assumed Contract; (h) any change in any method of accounting or accounting principles or practice by the Seller; (i) with respect to the Business Purchased Assets, any revaluation upward for accounting purposes of any material Purchased Asset or Subsidiaryreversal of any material reserve taken, other than upon realization of the underlying asset against which the reserve was taken; (ej) any entry write down of any of the Purchased Assets except for such write-downs as individually or in combination with related write-downs do not exceed $25,000; (k) any (x) grant of any severance or termination pay to (or amendment to any existing arrangement with) any Employee, (y) increase in benefits payable under any existing severance or termination pay policies or employment agreements with respect to any Employee, (iii) entering into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any Employee, (iv) establishment, adoption or amendment (except as required by applicable Law) of any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other Seller Benefit Plan or arrangement covering any Employee or (v) increase in compensation, bonus or other benefits payable to any Employee; (l) any capital expenditures, or commitments for capital expenditures, in an amount in excess of $25,000 in the aggregate; (m) any material Tax election made or changed, any annual Tax accounting period changed, any method of Tax accounting adopted or changed, any material amended Tax Returns or claims for material Tax refunds filed, any material closing agreement entered into, terminationany material proposed Tax adjustments or assessments, amendmentany material Tax claim, cancellationaudit or assessment settled, or any right to claim a material Tax refund, offset or other modification of reduction in Tax liability surrendered; (n) any Agreement material payments, discount activity or any waiver of, other consideration to customers or agreement with respect to, any rights or obligations set forth thereinsuppliers, other than in the Ordinary Course of Business; (fo) any failure to pay or satisfy when due any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other rightLiability of the Seller; (gp) any incurrence failure to pay when due any account payable, note, bond and other evidence of indebtedness of or assumption of right to receive payment by any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of Person from the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect relating to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (jq) any declaration, setting aside commencement or payment settlement of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and litigation relating to the Business or the Purchased AssetsAssets other than in the Ordinary Course of Business; or (or) any entering into of an agreement or commitment to do any of the foregoing, or engage any action or omission that would result in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Since January 1, since December 311997, 2008, Subsidiary and the business ------------------------------- of the Acquired Business has been conducted only in the Ordinary Course ordinary course consistent with past practice, and except as (i) specifically contemplated by this Agreement or (ii) set forth on Schedule 2.8 of Businessthe Disclosure Schedule, and, with respect to the Business, the Purchased Assets and Subsidiary, --------------------------------------- there has not beenbeen nor is there any reasonable basis for anticipating any: (a) any eventchange in the assets, liabilities, condition (financial or other), properties, business, operations or prospects of the Acquired Business, which change by itself or circumstance which in conjunction with all other such changes, whether or not arising in the ordinary course of business, has had, had or is would be reasonably likely to have, have a Seller Material Adverse Effect; (b) mortgage, encumbrance or lien placed on any material damage property of the Acquired Business; (normal wear and tear exceptedc) purchase, sale or other disposition, or agreement or other arrangement for the purchase, sale or other disposition, of any properties or assets by the Acquired Business, including any of its Intellectual Property Rights (as defined below), destructionother than in the ordinary course of business; (d) damage, eminent domain taking destruction or other casualty loss (loss, whether or not covered by insurance) affecting Subsidiary , which has had or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect would be reasonably likely to the Business or Subsidiaryhave a Material Adverse Effect; (e) labor trouble or claim of unfair labor practices involving the Acquired Business, change in the compensation payable or to become payable by the Acquired Business to any entry intoof its directors, termination, amendment, cancellationofficers or employees other than ordinary course merit increases to employees in accordance with its usual practices, or other modification any bonus payment or arrangement made to or with any of such directors, officers or employees or any establishment or creation of any Agreement employment, deferred compensation or any waiver of, severance arrangement or agreement employee benefit plan with respect to, to such persons or the amendment of any rights or obligations set forth therein, other than in of the Ordinary Course of Businessforegoing; (f) obligation or liability of any material settlementnature, waiver whether accrued, absolute, contingent or agreement with otherwise, asserted or unasserted, regardless of whether claims in respect to any Legal Proceedingthereof have been asserted, Liability, or incurred by the Acquired Business other rightthan as contemplated by Section 2.7 hereof; (g) any incurrence material loss of personnel of the Acquired Business or assumption change in the terms and conditions of any Indebtedness the employment of the Stockholders with the Acquired Business (other than ordinary course compensation increases and temporary or insubstantial changes in an aggregate amount greater than Fifty Thousand Dollars ($50,000responsibilities); (h) any (i) delay payment or postponement discharge of a lien or liability of the payment of any accounts payable Acquired Business which was not shown on the Financial Information Sheets or any change incurred in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration ordinary course of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)business thereafter; (i) contingent liability incurred by the Acquired Business as guarantor or otherwise with respect to the obligations of others or any transaction with cancellation of any Affiliate outside material debt or claim owing to, or waiver of any material right of, the Ordinary Course Acquired Business, including any write-off or compromise of Businessany accounts receivable; (j) obligation or liability incurred by the Acquired Business to any declarationof its directors, setting aside officers, Stockholders or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiaryemployees, or any direct loans or indirect redemptionadvances made by the Acquired Business to any of its directors, purchase officers, Stockholders or other acquisition by Seller employees, except normal compensation and expense allowances payable to directors, officers or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiaryemployees; (k) any authorizationactual or anticipated change in accounting methods or practices, issuancecollection policies, sale pricing policies or other disposition by Subsidiary payment policies of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarythe Acquired Business; (l) loss, or any (A) reorganizationdevelopment that could result in a loss, liquidation of any significant supplier, customer, distributor or dissolution account of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Personthe Acquired Business; (m) any material amendment to the organizational documents of Subsidiary or the taking termination of any action with respect material contract or agreement to any such amendmentwhich the Acquired Business is a party or by which it is bound; (n) arrangements relating to any royalty, dividend or similar payment based on the revenues, profits or sales volume of the Acquired Business, whether as part of the terms of any securities of the Acquired Business or by any separate agreement; (o) agreement with respect to the endorsement of the products or services of the Acquired Company; (p) transaction or agreement in excess of $50,000 involving fixed price terms or fixed volume arrangements, except as set forth on Schedule 6.10(n), any violation, breach or default under, or in Section 2.12 of the taking or failure to take any action that Disclosure Schedule; (with or without notice or lapse q) other material transaction entered into by the Acquired Business other than transactions in the ordinary course of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assetsbusiness; or (or) any entering into of an agreement or understanding whether in writing or otherwise, for the Acquired Business to do or engage in take any of the foregoingactions specified in paragraphs (a) through (q) above.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December 31, 2008, Subsidiary and the date of the Latest Financial Statement: (a) the Seller has conducted the Business in the Ordinary Course of Business; (b) there has not been any event, transaction, financial condition, or change, taken as a whole, that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect, (c) there have been no amendments to the articles of organization or operating agreement, or similar governing documents of Seller, or action or failure to take any action in violation of the articles of organization or operating agreement of Seller; (d) there has been conducted only no entry into or amendment of any agreements pursuant to which any Seller (i) transfers or licenses exclusively to any Person any Intellectual Property, or (ii) otherwise grants to any Person exclusive rights in any Intellectual Property; (e) there has been no assignment, transfer, lease, license or other disposition of, or agreement to sell, assign, transfer, lease, license or otherwise dispose of, any of the properties, rights or assets of Sellers used in, related to or otherwise helpful to maintaining the Business except in the Ordinary Course of Business, andor the imposition of any Lien on, with respect any properties or assets that are material, individually or in the aggregate, to Seller; (f) except for borrowings under existing agreements in the Ordinary Course of Business, the Purchased Assets and Subsidiary, there has not been: (a) been no incurrence or guarantee by Seller of any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse EffectIndebtedness; (bg) there has been no amendment, modification, termination, extension or removal of the terms of any Purchased Contract; (h) there has been no reduction or increase in the amount of any insurance coverage of Seller provided by existing insurance policies other than upon the expiration of any such policy; (i) there has been no acquisition by Seller or agreement to acquire by merging with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets that are material damage individually or in the aggregate, to the Seller, taken as a whole; (normal wear and tear exceptedj) there has been no new material capital expenditure or lease commitments; (k) there has been no declaration of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock or other equity interests; (l) there has been no entrance into any new employment, bonus, severance or similar agreements or amendments with any director, officer, or Employee; (m) there has been no change in Seller’s financial accounting methods, principles or practices, other than as required (A) by changes in GAAP (or any interpretation thereof), destructionor (B) by a change in any applicable Law; (n) there has been no disclosure of any proprietary confidential information to any Person that is not either subject to any fully assignable confidentiality agreement or bound by a legal duty to keep such information confidential; (o) there has been no sufferance of any theft, eminent domain taking damage, destruction or other casualty loss in excess of five thousand dollars ($5,000), to its assets, whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect;; and (cp) there has been no (A) acceleration in the collection of any purchase, sale, mortgage, pledge, leaseaccounts receivables of Seller, or creation or other incurrence write-off of any Lien on the Business, any Purchased Asset accounts receivable or asset notes receivable of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereinSeller, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (iB) delay or postponement of the payment of any accounts payable or any change of Seller other than in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except Since the date of the Base Balance Sheet, (i) the Company and each of its Subsidiaries have conducted its business only in the ordinary course consistent with past practice, (ii) without limiting the generality of the foregoing, the Company and each of its Subsidiaries have made all capital expenditures (as expressly contemplated by this Agreement or determined in accordance with GAAP) in the ordinary course of business consistent with past practice and has not accelerated nor delayed making any such capital expenditures, and (iii) except as set forth on Schedule 6.10, since December 31, 2008, Subsidiary and in Section 3.8 of the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and SubsidiaryCompany Disclosure Schedule, there has not been: (a) any eventchange in the assets, change liabilities, condition (financial or circumstance which has hadother), properties, business, or is operations of the Company or any of its Subsidiaries, which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has had or could reasonably likely be expected to have, have a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or Encumbrance placed on any of the Business properties of the Company or any Purchased Asset in any material respectof its Subsidiaries, other than a Permitted Encumbrance; (c) any purchase, sale, mortgage, pledge, leasesale or other disposition, or creation any agreement or other incurrence arrangement for the purchase, sale or other disposition, or any combination thereof, of any Lien on properties or assets by the BusinessCompany or any of its Subsidiaries outside the ordinary course of business, including any Purchased Asset of the Company’s Intellectual Property Assets, involving the payment or asset receipt of Subsidiary, other more than purchases, sales or leases of assets $1,000,000 in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptionsaggregate; (d) any material change in damage, destruction or loss, whether or not covered by insurance, of any method properties or assets of accounting the Company or accounting practice with respect to the Business or Subsidiaryany of its Subsidiaries; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend by the Company or any of its Subsidiaries, or the making of any other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiaryof, or any direct redemption of, any Equity Interests of the Company or indirect redemptionany of its Subsidiaries; (f) any union organizing campaign or claim of material unfair labor practices involving the Company or any of its Subsidiaries, purchase any material change in the compensation payable or to become payable by the Company or any of its Subsidiaries to any of its officers or employees other acquisition by Seller or than normal merit increases to employees in accordance with its Affiliates of any such capital stock (or other applicable equity or beneficial interest)usual practices, or any Option material bonus payment or arrangement made to or with any of such officers or employees or any establishment or creation of any employment, deferred compensation or severance arrangement or employee benefit plan with respect to such Persons or the amendment of any of the foregoing; (i) any resignation, termination or removal of any officer, member of senior management or key sales personnel of the Business, in each case set forth on Section 3.8 of the Company Disclosure Schedule (collectively, the “Key Employees”), (ii) any material loss of personnel of the Business, (iii) any material change in the terms and conditions of the employment of the Business’ officers and employees or (iv) any known development that could reasonably be expected to result in (i), (ii) or (iii) above; (h) any incurrence of or payment or discharge of a material Encumbrance or liability of the Company or any of its Subsidiaries not in the ordinary course of business consistent with past practice; (i) any contingent liability incurred by the Company or any of its Subsidiaries as guarantor or otherwise with respect to the obligations of others or any cancellation of any material debt or claim owing to, Subsidiaryor waiver of any material right of, the Company or any of its Subsidiaries, including any write-off or compromise of any accounts receivable other than in the ordinary course of business consistent with past practice; (j) other than any intercompany obligations, liabilities, loans or advances between the Company and Parent entered into in the ordinary course of business consistent with past practice, any obligation or liability incurred by the Company or any of its Subsidiaries to any of its officers, Equity Interests holders or employees, or any loans or material advances made by the Company or to any of its Subsidiaries to any of their officers, Equity Interests holders or employees; (k) any authorizationchange in accounting methods or practices, issuanceTax elections, sale collection policies, pricing policies or other disposition by Subsidiary payment policies of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, the Company or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiaryits Subsidiaries; (l) any (A) reorganizationloss or material reduction, liquidation or dissolution any known development that could reasonably be expected to result in a loss or material reduction, of Seller business with any significant supplier, customer, client, distributor or Subsidiary account of the Company or (B) business combination involving Seller or Subsidiary and any other Personof its Subsidiaries; (m) any amendment to the organizational documents of Subsidiary or the taking termination of any action with respect to any such amendmentMaterial Contract; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and arrangements relating to any royalty or similar payment based on the Business revenues, profits or sales volume of the Purchased Assets; orCompany or any of its Subsidiaries, whether as part of the terms of the Company’s or any of its Subsidiaries’ capital structure or by any separate agreement; (o) any entering transaction or agreement entered into by the Company or any of an agreement its Subsidiaries involving fixed price terms or fixed volume arrangements, other than customer contracts entered into in the ordinary course of business and having terms consistent with past practices; (p) any other transaction or agreement, or any combination thereof, entered into by the Company or any of its Subsidiaries other than transactions in the ordinary course of business involving the payment or receipt of more than $1,000,000 in the aggregate; (q) any amendment to do the Certificate of Formation, the LLC Agreement, by-laws or engage in organizational documents of the Company or any of the foregoingCompany’s Subsidiaries; or (r) any agreement or understanding whether in writing or otherwise, for the Company or any of its Subsidiaries to take any of the actions specified in paragraphs (a) through (q) above.

Absence of Certain Developments. Except as expressly disclosed in the G&M Financial Statements or as otherwise contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December 31the date of the G&M Latest Balance Sheet, 2008, Subsidiary G&M and the Business each of its Subsidiaries has been conducted its business only in the Ordinary Course of Business, and, ordinary course consistent with respect to the Business, the Purchased Assets past practice and Subsidiary, there has not been: occurred or been entered into, as the case may be: (ai) any event, change or circumstance which has had, or is reasonably likely to have, event having a Seller Material Adverse Effect; Effect on G&M or the Surviving Corporation, (bii) any event that could reasonably be expected to prevent or materially delay the performance of G&M’s or its Subsidiaries’ obligations pursuant to this Agreement, (iii) any material damage change by G&M or any of its Subsidiaries in its accounting methods, principles or practices, (normal wear iv) any amendment to the Articles of Incorporation or Bylaws of G&M or any of its Subsidiaries, (v) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by G&M or any of its Subsidiaries, (x) purchase, sale, assignment or transfer of any material assets by G&M or any of its Subsidiaries, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of G&M or any of its Subsidiaries, except for liens for taxes not yet due and tear exceptedsuch other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on G&M or the Surviving Corporation, or (z) cancellation, compromise, release or waiver by G&M or any of its Subsidiaries of any rights of material value or any material debts or claims, (vi) any incurrence by G&M or any of its Subsidiaries of any material liability (absolute or contingent), destructionexcept for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, eminent domain taking (vii) damage, destruction or other casualty loss (similar loss, whether or not covered by insurance) , materially affecting Subsidiary the business or the Business properties of G&M or any Purchased Asset in any material respect; of its Subsidiaries, (cviii) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry intoacceleration, termination, amendmentmodification or cancellation of any agreement, cancellationcontract, lease or license to which G&M or any of its Subsidiaries is a party or by which it is bound, (ix) entry by G&M or any of its Subsidiaries into any loan or other modification transaction with any officers, directors or employees of any Agreement G&M or any waiver ofof its Subsidiaries, (x) entry by G&M or agreement with respect to, any rights or obligations set forth therein, of its Subsidiaries into any transaction of a material nature other than in the Ordinary Course ordinary course of Business; business consistent with past practice, or (fxi) any material settlement, waiver negotiation or agreement with respect by the G&M or any of its Subsidiaries to do any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness the things described in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any the preceding clauses (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, through (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000xi); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except for the actions taken by IM, RM or RM’s Subsidiaries in connection with the creation of the Merial Venture as expressly contemplated by this Agreement and the applicable Ancillary Agreements or as set forth on disclosed in Schedule 6.108.9, since December 31, 20081996, Subsidiary RM and the Business has been conducted only its Subsidiaries have operated in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any eventsale, change assignment, transfer or circumstance which has hadother disposition to any Third Party of, or imposition of any liens or other Encumbrance on, any properties, assets, Inventories or obsolete items of RM or any of its Subsidiaries, without any and all proceeds [*] for all such sales, assignments, transfers or other dispositions (other than sales of Inventory in the ordinary course of business consistent with past practice) remaining within RM and its Subsidiaries. IM and RM covenant and agree that all such proceeds [*] (plus all the proceeds from the Diagnostic Disposal, which the Parties hereby agree is reasonably likely not subject to have, the [*] exclusion referred to above) shall through the Closing Date be segregated and held in a Seller Material Adverse Effectseparate bank account owned by RM or an RM Subsidiary (these proceeds [*] being referred to as the “RM Assets Sale Proceeds”) and thereby contributed to the Merial Venture on the Closing Date; (b) any material damage (normal wear and tear excepted)damage, destruction, eminent domain taking destruction or other casualty loss (to any assets or properties of RM or any of its Subsidiaries, whether or not covered by insurance) affecting Subsidiary , which, individually or in the Business aggregate, has a Material Adverse Change or any Purchased Asset in any material respectEffect; (c) any purchase, sale, mortgage, pledge, lease, material change in any accounting principle used by RM or creation or other incurrence any of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptionsits Subsidiaries; (d) other than in the ordinary course of business, any material change in transaction, commitment or agreement entered into by RM or any method of accounting its Subsidiaries, or accounting practice with respect to the Business any relinquishment by RM or Subsidiaryany of its Subsidiaries of any rights under any agreement or otherwise, having a value or involving aggregate payments [*]; (e) any entry into, termination, amendment, cancellation, or other modification grant of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereinlicenses or entry into any licensing or distributorship or agency arrangements by RM or any of its Subsidiaries which, other than individually or in the Ordinary Course of Businessaggregate, has a Material Adverse Change or Effect; (f) any material settlementloss of employees or any changes in any of RM’s or any of its Subsidiaries’ employee benefit plans (other than those required by applicable law) which, waiver individually or agreement with respect to any Legal Proceedingin the aggregate, Liability, has a Material Adverse Change or other rightEffect; (g) other than in the ordinary course of business, any incurrence or assumption disclosure of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars secret or confidential Intellectual Property ($50,000)except by way of issuance of a patent or pursuant to this Agreement or the Ancillary Agreements) or any lapse or abandonment of Intellectual Property (or any registration or grant thereof or any application relating thereto) to which, or under which, RM or its Subsidiaries has any right, title, interest or license; (h) any (i) delay expenditures or postponement of the payment of any accounts payable failure to make expenditures on capital investment projects by RM or any change of its Subsidiaries that were not substantially consistent with the investment plans in the methodology employed by Seller or Subsidiary with respect existence as of December 31, 1996 relating to such projects as disclosed in writing to Merck prior to the payment thereof, (ii) acceleration date of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)this Agreement; (i) any transaction with transaction, commitment or agreement entered into between RP or any Affiliate outside of its Subsidiaries (other than RM and its Subsidiaries), on the Ordinary Course one hand, and RM or any of Business;its Subsidiaries, on the other hand; or (j) any declarationauthorization, setting aside or payment of any dividend approval, agreement or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement binding commitment to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.103.13, since December 31, 2008, Subsidiary and the Business has been Balance Statement Date: (i) the Sellers have conducted their businesses only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets Sellers’ Business and Subsidiary, (ii) there has not beenbeen any event, change, occurrence or circumstance that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, since the Balance Statement Date: (a) any event, change or circumstance which there has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) not been any material damage (normal wear and tear excepted)damage, destructiondestruction or loss, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business property and assets of the Sellers or Subsidiarythe waiver of any right of material value with respect thereto; (eb) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) there has not been any declaration, setting aside or payment of any dividend or other distribution Distribution in respect of the capital stock (any membership interests or other applicable equity or beneficial interest) securities of Subsidiarythe Sellers, or any direct or indirect redemptionrepurchase, purchase redemption or other acquisition by Seller or its Affiliates the Sellers of any such capital stock (outstanding membership interests or other applicable equity securities of the Sellers; (c) the Sellers have not entered into or beneficial interest)materially amended any employment, deferred compensation, retention, change in control, severance or similar agreement or agreed to increase the compensation payable or to become payable by it to any of its current or former directors, officers, partners, members, 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 or disability, sick leave, deferred compensation, bonus, commission, fee sharing or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such Persons; (d) the Sellers have not made or rescinded any election relating to Taxes or settled or compromised any claim relating to Taxes; (e) the Sellers have not entered into any transaction or agreement, or sold, leased or otherwise transferred any Option assets, or incurred any liabilities, other than in the Ordinary Course of Sellers’ Business; (f) the Sellers have not made any loans, advances or capital contributions to, or investments in, any Person; (g) the Sellers have not made or committed to make any capital expenditures or capital additions in excess of $5,000 individually or $20,000 in the aggregate; (h) except for the Assumed Indebtedness, the Sellers have not issued, created, incurred, assumed or guaranteed any Indebtedness; (i) the Sellers have not granted any license or sublicense of any rights under or with respect toto any Intellectual Property except in the Ordinary Course of Sellers’ Business; (j) the Sellers have not made any change in the accounting methods or practices it follows, Subsidiarywhether for general financial or tax purposes or otherwise; (k) the Sellers have not materially modified, terminated or failed to renew any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, SubsidiaryMaterial Contract; (l) the Sellers have not adopted any (A) plan of merger, consolidation, reorganization, liquidation or dissolution or filing of Seller a petition in bankruptcy under any provisions of federal or Subsidiary state bankruptcy Law or (B) business combination involving Seller or Subsidiary and consented to the filing of any other Person;bankruptcy petition against it under any similar Law; and (m) the Sellers have not agreed, committed, arranged or entered into any amendment understanding to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as do anything set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingthis Section 3.13.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on in the ------------------------------- Developments Schedule 6.10attached hereto: --------------------- (a) Since the date of the Latest Balance Sheet, since December 31except as otherwise expressly provided herein, 2008, Subsidiary and Seller has: (i) conducted the Business has been conducted only in the Ordinary Course usual and ordinary course of business in accordance with past custom and practice (including placing purchase orders only for reasonable quantities and at reasonable prices and accepting customer orders only for reasonable quantities on reasonable terms and at rates and in amounts consistent with past custom and practice); (ii) used reasonable best efforts to keep in full force and effect its present business organization and the Business; (iii) used reasonable efforts to (A) retain the employees of the Business who are performing satisfactorily, (B) preserve the present business relationships with all customers and all material suppliers and distributors of the Business, to the extent such relationships are beneficial to the Business, (C) preserve the goodwill of the Business and (D) promote the smooth transition of such customers, suppliers and distributors from Seller to Buyer; (iv) maintained all of the material Purchased Assets in good repair, order and condition, except for ordinary wear and tear not caused by neglect, and maintained insurance reasonably comparable to that in effect on the date of the Latest Balance Sheet; and (v) conducted the cash management customs and practices of the Business (including the collection of receivables and payment of payables and maintenance of inventory control and pricing and credit practices) in the usual and ordinary course of business in accordance with past custom and practice, or as of the Closing Date failed to pay any account payable on or prior to the date on which such payment was first due, notwithstanding any extension or waiver. (b) Since the date of the Latest Balance Sheet, except as otherwise provided herein, Seller has not, with respect to the Business: (i) incurred any liability other than in the ordinary course of business consistent with past custom and practice; (ii) entered into any transaction, arrangement or contract (including, without limitation, any transfer of the Purchased Assets or placing a Lien on any of the Purchased Assets) except on an arm's-length basis in the ordinary course of business consistent with past custom and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effectpractice; (biii) entered into any transaction, arrangement or contract with any officer, director, partner, stockholder or other insider or Affiliate of Seller including, without limitation, any sale, transfer, assignment or conveyance of inventory; (iv) instituted any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or change in the conduct of Business or any Purchased Asset change in any material respect; (c) any its method of purchase, sale, mortgage, pledge, lease, management, marketing, operation or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptionsaccounting; (dv) made any material change in any method of accounting or accounting practice with respect to purchases for the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course ordinary course of Businessbusiness consistent with past custom and practice; (fvi) discharged or satisfied any material settlementlien or encumbrance or paid any material obligation or liability, waiver or agreement other than current liabilities paid in the ordinary course of business consistent with respect to any Legal Proceeding, Liabilitypast custom and practice, or other rightcanceled, compromised, waived or released any right or claim; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (nvii) except as set forth on Schedule 6.10(n)the "Licenses Schedule," modified, ----------------- sold, assigned, transferred, abandoned or permitted to lapse any violationlicenses or permits which, breach individually or default underin the aggregate, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating are material to the Business or any portion thereof, or any of the Purchased AssetsProprietary Rights or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights; (viii) made or granted any bonus or any wage or salary increase to any employee, officer or director, or directly or indirectly made any other material change in employment terms for any employee, officer or director, other than bonuses and increases in the ordinary course of business to non-executive employees consistent with past custom and practice; (ix) made or granted any increase in, or amended or terminated, any existing plan, program, policy or arrangement, including without limitation, any Plan, employee benefit plan or arrangement, or adopted any new employee benefit plan or arrangement, or amended or renegotiated any existing collective bargaining agreement or entered into any new collective bargaining agreement or multiemployer plan; (x) made any capital expenditures or commitments therefor such that the aggregate outstanding amount of unpaid obligations and commitments with respect thereto shall comprise in excess of $25,000 of Assumed Liabilities on the Closing Date; (xi) made any loans or advances to, or pledges or guarantees for the benefit of, or entered into any transaction with any employee, officer or director, except for the transactions contemplated by this Agreement, and for advances consistent with past custom and practice made to employees, officers and directors for expenses incurred in the ordinary course of business; (xii) suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (xiii) received notification that any Material Customer or supplier will stop or decrease in any material respect the rate of business done with Seller; (xiv) borrowed any amount or incurred or become subject to any material liabilities, except liabilities under Seller's existing bank facilities or current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past custom and practice; (xv) pledged to make any charitable or other capital contribution; (xvi) made any capital investment in, any loan to, or any acquisition of the securities or assets of any other Person or taken any steps to incorporate any subsidiary; (xvii) entered into any other material transaction, other than in the ordinary course of business consistent with past custom and practice; or (oxviii) any entering into of an agreement committed to do or engage in any of the foregoing. (c) Seller and Shareholder represent and warrant that between July 24, 1996 and the Closing Date, neither Seller nor Shareholder has (and has not permitted any Affiliate, employee, officer, director, stockholder, agent or other person acting on its behalf to) discussed any possible sale of, solicited or accepted any offer to, or negotiated, agreed to or sold, all or any part of the securities or assets of the Business (other than the sale or other disposition of inventory or other assets in the ordinary course of business consistent with past custom and practice) to or with any other party (other than Buyer or its representatives) or provided any information to any other party (other than Buyer or its representatives) concerning Seller (other than information which Seller provides to other parties in the ordinary course of its business consistent with past custom and practice, so long as Seller has no reason to believe that the information may be utilized to evaluate a possible acquisition). (d) Seller has not at any time made or committed to make any payments for bribes, kickback payments or other illegal payments. (e) Seller has not accelerated, terminated, modified, or canceled any contract, lease, sublease, license, sublicense or other agreement set forth on the attached "Contracts Schedule" or "Leases Schedule" (except for the ------------------ --------------- cancellation of agreements entered into between Seller and Shareholder), and to Seller's Knowledge, no other party has accelerated, terminated, modified, or canceled any contract, lease, sublease, license, sublicense or other agreement set forth on the attached "Contracts Schedule" or "Leases Schedule" (except for ------------------ --------------- the cancellation of agreements entered into between Seller and Shareholder).

Absence of Certain Developments. Except as expressly contemplated Since January 1, 2011, (i) no event, change, fact, condition or circumstance has occurred or arisen that has had, or could reasonably expected to have, a Material Adverse Effect, and (ii) the Business has operated and been conducted solely in the Ordinary Course of Business and no Xxxxxxxxxx Group Company has suffered any material Liability, whether or not covered by this Agreement insurance, with respect to any of its Assets or as set forth on Schedule 6.10the Business. Additionally, since December 31, 20082013, Subsidiary and no Xxxxxxxxxx Group Company has: (a) amended any of the Business has been conducted only Organizational Documents of the Xxxxxxxxxx Group Companies; (b) transferred, issued, reissued, sold or conveyed, or authorized the transfer, issuance, reissuance, sale or conveyance of any Equity Interests of any of the Xxxxxxxxxx Group Companies; (c) amended, modified, renewed (except for renewals in the Ordinary Course of Business), renegotiated or terminated (except to the extent expired pursuant to its terms) any Material Contract or defaulted in any material respect (or taken or omitted to take any action that, with or without the giving of notice or passage of time or both, would reasonably be expected to constitute a default in any material respect) under any Material Contract; (d) except for renewals in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset amended in any material respect; (c) respect or failed to maintain in full force and effect any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or SubsidiaryLiability Policies; (e) materially reduced any entry rates charged in connection with the Business; (f) mortgaged, pledged or subjected any Asset to any Encumbrance other than Permitted Encumbrances; (g) entered into, termination, amendment, cancellationmaterially amended or terminated any employment or severance arrangement with any officer or employee, or changed the job title or made any other modification material change in the position or job responsibilities of any Agreement management employees; (h) changed the Compensation of any officer or employee or agreed to pay any waiver of, bonus or agreement with respect to, any rights or obligations set forth therein, similar payment other than in the Ordinary Course of Business; (fi) any material settlement, waiver adopted a plan of liquidation or agreement with respect to any Legal Proceeding, Liabilitydissolution or merged or consolidated with, or other rightpurchased substantially all or a material portion of the assets of, or otherwise acquired any business of, any Person; (gj) compromised, waived, or released any incurrence right or assumption claim (or series of any Indebtedness related rights and claims) involving more than AUD $20,000 in an aggregate amount greater than Fifty Thousand Dollars ($50,000)the aggregate; (hk) any (i) delay delayed or postponement of postponed the payment of any accounts payable or any change other Debt that has resulted in the methodology employed by Seller a breach of contractual obligation or Subsidiary with respect to the payment thereof, (ii) acceleration violation of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarylaw; (l) adopted, amended or terminated any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other PersonCompany Plan; (m) terminated, amended in any amendment material respect or failed to the organizational documents of Subsidiary renew, obtain or the taking of preserve any action with respect to any such amendment;Permits; or (n) except as set forth on Schedule 6.10(n), disposed of or otherwise permitted to lapse any violation, breach or default under, or rights to the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision use of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingmaterial Xxxxxxxxxx Group Intellectual Property.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.105.11 of the Disclosure Schedules, since December 31September 30, 20082012, Subsidiary and Seller has conducted the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets Business and Subsidiary, there has not beenbeen any: (a) damage to or destruction or loss of any eventasset or property of the Business or included in the Purchased Assets, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) , in each case, materially adversely affecting Subsidiary the properties, assets, business, financial condition or prospects of Seller or the Business Purchased Assets; (b) termination of or receipt by Seller of notice of termination of (i) any Purchased Asset material license, distributorship, sales representative, joint venture, credit or similar Contract, or (ii) any Contract or transaction involving a total remaining commitment by or to Seller of at least $75,000 in any material respectgiven year; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, sale (other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than Inventory in the Ordinary Course of Business), lease, or other disposition of any material asset or property of Seller or included in the Purchased Assets, or mortgage, pledge or imposition of any Lien (other than a Permitted Lien) on any material asset or property of the Business or included in the Purchased Assets, including the sale, lease or other disposition of any of the material Intellectual Property assets; (d) cancellation or waiver of any claims or rights with a value to Seller in excess of $75,000; (e) change in the accounting methods or principles or Tax reporting principles used by Seller with respect to the Business; (f) any material settlementlegal actions, waiver or agreement with respect to any Legal Proceeding, Liability, suits or other rightlegal Proceedings instituted or settled by Seller relating to the Purchased Assets, the Assumed Liabilities or the Business; (g) any incurrence election, change or assumption rescission of any Indebtedness election relating to Taxes; adoption or settlement or compromise of any claim relating to Taxes; consent to any extension or waiver of the limitation period with respect to any claim relating to Taxes; or filing of any amended Tax Return, in an aggregate amount greater than Fifty Thousand Dollars ($50,000);each case, with respect to the Purchased Assets or the Business; or (h) entry into any Contract (iother than this Agreement and any Transfer Documents) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10, since Since December 31, 20081996, Subsidiary and the Business has been conducted only except as ------------------------------- reflected in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary1997 Financials or on Schedule 2.7, there has not been: (a) any event, been no material adverse change or circumstance and no event which has had, or is could reasonably likely be expected to have, create a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any adverse change in the methodology employed by Seller condition, financial or Subsidiary with respect to the payment thereofotherwise, (ii) acceleration of the collection of Accounts Receivable Company and its Consolidated Entities, taken as a whole or any change in the methodology employed by Seller assets, liabilities, properties, business or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside prospects of the Ordinary Course Company and its Consolidated Entities, taken as a whole. Without limiting the generality of Businessthe foregoing, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000);since that date there has been no: (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in with respect of to the capital stock (or other applicable equity or beneficial interest) of Subsidiary, the Company or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, SubsidiaryConsolidated Entity; (kii) loss, destruction or damage to any property of the Company or any of its Consolidated Entities, whether or not insured, which loss would have a material adverse affect on the Company and its Consolidated Entities taken as a whole; (iii) (x) labor trouble involving the Company or any of its Consolidated Entities or (y) any authorization, issuance, sale material change in any of their respective personnel or other disposition by Subsidiary the terms and conditions of employment of such personnel with respect to clause (y); (iv) waiver of any shares valuable right by the Company or any of capital stock its Consolidated Entities; (v) loan or extension of credit to any officer or employee of the Company or any of its Consolidated Entities; (vi) disposition of any material assets (or any contract or arrangement therefor) by the Company or any of its Consolidated Entities other applicable equity than for fair value in the ordinary course of business; (vii) merger, consolidation, amalgamation, liquidation, winding up, or beneficial interestdissolution of the Company or any of its Consolidated Entities; (viii) investment in, acquisition of, or option affiliation with respect toany business or assets of, Subsidiary(other than the purchase of supplies, equipment and similar assets by physician practice groups in the ordinary course of business) any Person by the Company or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiaryits Consolidated Entities; (lix) material change in the nature of the business conducted by the Company or any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Personits Consolidated Entities; (mx) any amendment to the organizational documents of Subsidiary commencement or the taking settlement of any action with respect to action, suit, investigation or proceeding before any such amendmentcourt or governmental department, commission, board, agency or instrumentality, domestic or foreign, affecting the Company or any of its Consolidated Entities; (nxi) except as set forth on Schedule 6.10(n), incurrence of Indebtedness by the Company or any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assetsits Consolidated Entities; or (oxii) any entering into of an agreement commitment with respect to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Since the Balance Sheet Date, since December 31, 2008, Subsidiary and the Business has been conducted only operated in the Ordinary Course of Business, and, with respect to has incurred no Liabilities other than in the Business, the Purchased Assets Ordinary Course of Business and Subsidiary, there has not been: (a) any event, change or circumstance which has hadMaterial Adverse Change, or is the occurrence of any event that could reasonably likely be expected to haveresult, individually or in the aggregate, in a Seller Material Adverse EffectChange; (b) any material damage (normal wear and tear excepted)change, destructionnot disclosed in the Financial Statements, eminent domain taking in the accounting methods, practices or other casualty loss (whether principles or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respectcash management practices of Seller; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence revaluation of any Lien on of the BusinessAssets, any Purchased Asset including, without limitation, the write-down or asset write-off of Subsidiarynotes, other than purchases, sales accounts receivable or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereininventory, other than in the Ordinary Course of Business; (d) any sale, assignment, transfer, distribution, mortgage or pledge of any of the Assets of Seller, except sales of inventory in the Ordinary Course of Business, or the placement of any Encumbrance on any of the Assets; (e) any failure to use commercially reasonable efforts to preserve Seller, to keep available to Seller the services of its key employees and to preserve for Seller the goodwill of its suppliers, vendors, customers and others having business relations with it; (f) any material settlementbreach or default (or event that with notice or lapse of time would constitute a breach or default), waiver acceleration, termination (or agreement with respect threatened termination), modification or cancellation of any contract to any Legal Proceeding, Liability, or other rightwhich Seller is a party; (g) any incurrence (i) increase in the compensation payable or assumption to become payable by Seller to any of its employees, including, without limitation, any bonuses and/or commissions; (ii) adoption, amendment or increase in the coverage or benefits available under any Employee Benefit Plan or Benefit Arrangement or (iii) amendment or execution of any Indebtedness in employment, deferred compensation, severance, consulting, non-competition, employee retention plan or similar agreement to which Seller is a party or involving an aggregate amount greater employee of Seller (other than Fifty Thousand Dollars ($50,000employment terminable at will without penalty); (h) any termination of employment (iwhether voluntary or involuntary) delay of, or postponement receipt or expectation of receipt of any resignation by, any key employee of the payment of any accounts payable Business, or any change termination of employment (whether voluntary or involuntary) of employees of Seller materially in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration excess of the collection of Accounts Receivable or any change historical attrition in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)personnel; (i) except as specifically described in Schedule 3.7(i), any transaction with between Seller and any Affiliate outside of the Ordinary Course of BusinessShareholder and/or Affiliate; (j) any declaration, setting aside cancellations or payment waivers of any dividend Claims or other distribution in respect rights of the capital stock (or other applicable equity or beneficial interest) Seller of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiarymaterial value; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares execution of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiaryleases by Seller; (l) the incurrence of debt of any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Personkind; (m) making or changing any amendment election, changing any annual accounting period, adopting or changing any accounting method, filing any amended Tax Return, settling any Tax Claim or assessment relating to the organizational documents Business, surrendering any right to claim a refund of Subsidiary Taxes, consenting to an extension or waiver of the limitation period applicable to any Tax Claim or assessment, or taking any other similar action, or omitting to take any action relating to the filing of any Tax Return or the taking payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action with respect to or omission would have the effect of increasing the present or future Tax liability or decreasing any such amendmentpresent or future Tax asset of the Business; (n) except as set forth on Schedule 6.10(n), any violation, breach declaration or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision payment of any Permit held dividends or used by Subsidiary distributions on or Seller and relating to the Business in respect of any of Seller’s capital stock or the Purchased Assets; orredemption, purchase or acquisition of Seller’s capital stock; (o) any entering material change in cash management practices and policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts receivable, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (p) any other transaction, agreement or commitment entered into or affecting the Business or the Assets of an Seller not made in the Ordinary Course of Business; or (q) any agreement or understanding to do do, or engage in resulting in, any of the foregoing. (r) any cash payments or receipts from the Effective Date to the Closing Date for amounts related to Excluded Assets or Retained Liabilities, which if made or received will be treated as an adjustment to the Holdback per Section 2.8(c).

Absence of Certain Developments. Except as expressly contemplated required by this Agreement or as set forth on Schedule 6.104.9, since December 31, 2008, Subsidiary the Balance Sheet Date (a) the Company and the Business has been Subsidiaries have conducted their respective businesses 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 such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect and (c) neither the Company nor any Subsidiary has: (i) except in the Ordinary Course of Business, declared, set aside, made or paid any dividend or other distribution in respect of the capital stock of or other securities of, or other ownership interests in, the Company or any of the Subsidiaries or repurchased, redeemed or otherwise acquired any outstanding equity interests or other securities of, or other ownership interests in, the Company or any of the Subsidiaries; (ii) transferred, issued, sold, pledged, encumbered, or disposed of the equity interests or other securities of, or other ownership interests in, the Company or any of the Subsidiaries or granted options, warrants, calls or other rights to purchase or otherwise acquired equity interests or other securities of, or other ownership interests in, the Company or any of the Subsidiaries; (iii) effected any recapitalization, reclassification, stock split, combination or like change in the capitalization of the Company or any of the Subsidiaries, or amended the terms of any outstanding securities of the Company or any of the Subsidiaries; (iv) amended the organizational documents of the Company or any of the Subsidiaries; (v) Except as set forth on Schedule 4.9(c)(v), (A) increased the salary or other compensation of any director, manager, officer or Internal Employee or consultant, except in the Ordinary Course of Business, (B) granted any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director, officer, Internal Employee or consultant, (C) increased the coverage or benefits available under any (or create any new) severance, retention, change in control or similar pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the directors, managers, officers, Internal Employees, agents or representatives of the Company or any of the Subsidiaries or otherwise modified or amended or terminated any such plan or arrangement or (D) entered into any employment, deferred compensation, severance, retention, change in control, special pay, consulting, non-competition or similar agreement or arrangement with any directors, managers or officers of the Company or any of the Subsidiaries (or amend any such agreement) to which the Company or any of the Subsidiaries is a party; (vi) except in the Ordinary Course of Business, (A) issued, created, incurred, assumed, guaranteed, endorsed or otherwise became liable or responsible with respect to (whether directly, contingently or otherwise) any Indebtedness; (B), paid, repaid, discharged, purchased, repurchased or satisfied any Indebtedness of the Company or any of the Subsidiaries; or (C) modified the terms of any Indebtedness or other Liability; (vii) subjected itself to any Lien or otherwise encumbered or, except for Permitted Exceptions, permitted, allowed or suffered to be encumbered, any of the properties or assets (whether tangible or intangible) of, or used by, the Company or any of the Subsidiaries; (viii) acquired any material properties or assets or sold, assigned, licensed, transferred, conveyed, leased or otherwise disposed of any of the material properties or assets of, or used by, the Company or the Subsidiaries, other than for fair consideration in the Ordinary Course of Business; (ix) entered into or agreed to enter into any merger or consolidation with any corporation or other entity, or engaged in any new business or invested in, made a loan, advance or capital contribution to, or otherwise acquired the securities, of any other Person; (x) canceled or compromised any debt or claim or waived or released any material right of the Company or any of the Subsidiaries except in the Ordinary Course of Business; (xi) entered into any commitment for capital expenditures of the Company and the Subsidiaries in excess of $5,000 for any individual commitment and $10,000 for all commitments in the aggregate; (xii) entered into, modified or terminated any labor or collective bargaining agreement of the Company or any of the Subsidiaries or, through negotiation or otherwise, made any commitment or incurred any Liability to any labor organization with respect to the Business, Company or any of the Purchased Assets and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse EffectSubsidiaries; (bxiii) introduced any material change with respect to the operation of the Company or any of the Subsidiaries, including any material change in the types, nature, composition or quality of its products or services, or, other than in the Ordinary Course of Business, made any change in product specifications or prices or terms of distributions of such products or change its pricing, discount, allowance or return policies or grant any pricing, discount, allowance or return terms for any customer or supplier not in accordance with such policies; (xiv) entered into any transaction or entered into, modified or renewed any Contract which by reason of its size, nature or otherwise is not in the Ordinary Course of Business; (xv) except for transfers of cash pursuant to normal cash management practices in the Ordinary Course of Business, made any investments in or loans to, or paid any fees or expenses to, or entered into or modified any Contract with any Related Persons; (xvi) made a change in its accounting or Tax reporting principles, methods or policies; (xvii) (A) made, changed or revoked any Tax election, settled or compromised any Tax claim or Liability or entered into a settlement or compromise, or changed (or made a request to any Taxing Authority to change) any material damage aspect of its method of accounting for Tax purposes, or (normal wear and tear excepted), destruction, eminent domain taking B) prepared or other casualty loss filed any Tax Return (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset amendment thereof) unless such Tax Return was prepared in any material respecta manner consistent with past practice and the Company provided Buyer a copy thereof (together with supporting papers) at least three (3) Business Days prior to the due date thereof for Buyer to review and approve; (cxviii) entered into any purchaseContract, saleunderstanding or commitment that restrains, mortgagerestricts, pledge, lease, limits or creation impedes the ability of the Company or other incurrence any Subsidiary to compete with or conduct any business or line of business in any geographic area or solicit the employment of any Lien on the Businesspersons; (xix) terminated, amended, restated, supplemented, abandoned or waived any Purchased Asset rights under any (A) Material Contract (including any Real Property Lease, Personal Property Lease or asset of SubsidiaryIntellectual Property License), other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions(B) Company Permit; (dxx) settled or compromised any material change pending or threatened Legal Proceeding or any claim or claims for, or that would result in any method a loss of accounting revenue of, an amount that could, individually or accounting practice with respect in the aggregate, reasonably be expected to the Business or Subsidiarybe greater than $15,000; (exxi) changed or modified its credit, collection or payment policies, procedures or practices, including acceleration of collections or receivables (whether or not past due) or failed to pay or delayed payment of payables or other liabilities; (xxii) took any entry into, termination, amendment, cancellationaction which may have adversely affect the ability of the Parties to consummate the transactions contemplated by this Agreement; (xxiii) enter into any new line of business, or discontinue any existing line of business; (xxiv) (A) delay or postpone the payment of accounts payable or other modification liabilities, other than those being disputed in good faith, or (B) accelerate or cause the acceleration of the collection or receipt of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereinaccounts receivable, other than in the Ordinary Course of Business; (fxxv) any material settlementfail to keep in full force and effect all insurance policies, waiver except for insurance policies that relate to a Plan, as of the date hereof (or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000insurance policies having substantially similar coverage); (hxxvi) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect agreed to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any do anything (A) reorganizationprohibited by this Section 4.9, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary which would make any of the representations and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking warranties of any action with Seller in this Agreement or any of the Seller Documents or Company Documents untrue or incorrect in any material respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage could result in any of the foregoingconditions to the Closing not being satisfied or (C) that could be reasonably expected to have a material adverse effect to the Company.

Absence of Certain Developments. Except Since the date of the most recent audited financial statements of the Company included in the SEC Reports, except as expressly described in the SEC Reports filed with the Commission prior to the date hereof, or as contemplated by this Agreement or as set forth on Schedule 6.10the Transaction Agreements, since December 31, 2008, Subsidiary each of the Company and the Business its Subsidiaries has been conducted only operated in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets ordinary course and Subsidiary, there has not been: (a) any event, change change, effect, circumstance or circumstance which development that, individually or in the aggregate, has had, had or is would reasonably likely be expected to have, have a Seller Material Adverse Effect;. (b) any material damage (normal wear and tear excepted)change to, destructionor resolutions adopted to effect any change to, eminent domain taking the Certificate of Incorporation or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respectBy-Laws; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien (except Permitted Liens) on any material assets of the Business, Company or any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptionsits Subsidiaries; (d) any material change loss, damage or destruction to, or any material interruption in the use of, any method material assets of accounting the Company or accounting practice with respect to the Business or Subsidiaryany of its Subsidiaries; (e) any entry intoacquisition, termination, amendment, cancellation, sale or other modification transfer (including by license) of any Agreement material asset by the Company or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Businessits Subsidiaries; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any capital stock of the Company or any repurchase for value by the Company of any capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiarythe Company; (kg) any authorizationsplit, issuance, sale combination or other disposition by Subsidiary reclassification of any capital stock of the Company or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarythe Company; (lh) any (A) reorganizationchange in accounting methods, liquidation principles or dissolution practices by the Company or any of Seller its Subsidiaries materially affecting the consolidated assets, liabilities or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to results of operations of the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) Company, except insofar as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute may have been required by a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assetschange in GAAP; or (oi) any entering into of an agreement change in material elections with respect to do Taxes by the Company or engage in any of its Subsidiaries or settlement or compromise by the foregoingCompany or any of its Subsidiaries of any material Tax liability or refund.

Absence of Certain Developments. Except Since December 31, 1999, each of the IPG Entities has conducted its business only in the ordinary course consistent with past practice and, except in connection with or as expressly a result of the transactions contemplated by in this Agreement (including the Restructuring) or as set forth on Schedule 6.10, since December 31, 2008, Subsidiary and in Section 2.8 of the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and SubsidiaryDisclosure Schedule, there has not been: (a) any eventchange in the assets, liabilities, condition (financial or other), properties, business, operations or prospects of any of the IPG Entities, which change by itself or circumstance which in conjunction with all other such changes, whether or not arising in the ordinary course of business, has had, had or is would be reasonably likely to have, have a Seller Material Adverse Effect; (b) any mortgage, encumbrance or lien placed on any of the properties of any of the IPG Entities, other than statutory and purchase money liens and security interests and liens for taxes not yet due and payable; (c) any purchase, sale or other disposition, or any agreement or other arrangement for the material damage purchase, sale or other disposition, of any properties or assets by any of the IPG Entities, including any of its Intellectual Property Assets (normal wear and tear exceptedas defined below), destructioninvolving the payment or receipt of more than $100,000, eminent domain taking other than in the ordinary course of business; (d) any damage, destruction or other casualty loss loss, (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiaryhaving a Material Adverse Effect; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend by any of the IPG Entities, or the making of any other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiaryany of the IPG Entities, or any direct or indirect redemption, purchase or other acquisition by Seller any of the IPG Entities of its own capital stock; (f) any labor trouble or claim of unfair labor practices involving any of the IPG Entities, any material change in the compensation payable or to become payable by any of the IPG Entities to any of its Affiliates of any such capital stock (officers or employees other applicable equity or beneficial interest)than normal merit increases to employees in accordance with its usual practices, or any Option bonus payment or arrangement made to or with any of such officers or employees or any establishment or creation of any employment, deferred compensation or severance arrangement or employee benefit plan with respect to such persons or the amendment of any of the foregoing except for purposes of compliance with the Code (as defined below) or ERISA (as defined below), any applicable foreign tax or employee benefits law; (g) any resignation, termination or removal of any executive officer of any of the IPG Entities or material loss of personnel of any of the IPG Entities or material change in the terms and conditions of the employment of any of the IPG Entities' officers or key personnel; (h) any payment or discharge of a material lien or liability of any of the IPG Entities which was not shown on the audited balance sheet of the Company as of December 31, 1999 or incurred in the ordinary course of business, consistent with past practice, thereafter; (i) any contingent liability incurred by any of the IPG Entities as guarantor or otherwise with respect to the obligations of others or any cancellation of any material debt or claim owing to, Subsidiaryor waiver of any material right of, any of the IPG Entities, including any write-off or compromise of any accounts receivable other than in the ordinary course of business consistent with past practice; (j) any obligation or liability incurred by any of the IPG Entities to any of its officers, directors, stockholders or employees, or any loans or advances made by any of the IPG Entities to any of its officers, directors, stockholders or employees, except normal compensation and expense allowances payable to officers or employees; (k) any authorizationmaterial change in accounting methods or practices, issuancecollection policies, sale pricing policies or other disposition by Subsidiary payment policies of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarythe IPG Entities; (l) any (A) reorganizationloss, liquidation or dissolution any known development that could reasonably be expected to result in a loss, of Seller any material supplier, customer, distributor or Subsidiary or (B) business combination involving Seller or Subsidiary and account of any other Personof the IPG Entities; (m) any amendment to the organizational documents of Subsidiary or the taking termination of any action with respect material contract or agreement to which any such amendmentof the IPG Entities is a party or by which it is bound; (n) except as set forth any arrangements relating to any royalty or similar payment based on Schedule 6.10(n)the revenues, any violation, breach profits or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision sales volume of any Permit held of the IPG Entities, whether as part of the terms of any of the IPG Entities' capital stock or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; orany separate agreement; (o) any entering transaction or agreement involving fixed price terms or fixed volume arrangements; (p) any other material transaction entered into of an agreement to do or engage in by any of the foregoingIPG Entities other than transactions in the ordinary course of business consistent with past practice; (q) except as provided in this Agreement, any amendment to the Company's certificate of incorporation or by-laws or the Organization Documents from the certified copies thereof provided to the Investors; or (r) any agreement or understanding whether in writing or otherwise, for any of the IPG Entities to take any of the actions specified in paragraphs (a) through (q) above.

Absence of Certain Developments. Except as set forth on Schedule 4.8 and except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December 31September 30, 2008, Subsidiary and the Business 2016 (i) there has been conducted only in the Ordinary Course of Business, and, no Material Adverse Change with respect to the Business, Acquired Business or any of the Purchased Assets Assets, (ii) Seller has carried on the business of the Acquired Business diligently and Subsidiarysubstantially in the manner as heretofore conducted, there and has not beenmade or initiated any new, unusual, or novel methods of pricing, payment terms, purchase, sale, management, accounting or operation and has maintained all books and records of the Seller in the ordinary course and (iii) the Seller has not: (a) sold, leased, encumbered, licensed, assigned, abandoned or transferred any eventportion of its tangible assets or Proprietary Rights relating to the Acquired Business, change or circumstance which has hadexcept sales of inventory in the ordinary course of business, or is reasonably likely canceled, without fair consideration, any debts or claims owing to have, a Seller Material Adverse Effector held by it; (b) incurred any material damage (normal wear and tear excepted)physical damage, destruction, eminent domain taking destruction or other casualty loss (whether or not covered by insurance) affecting Subsidiary any of its real or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect personal property relating to the Acquired Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars $25,000; (c) entered into any settlement, conciliation or similar agreement or waived any rights of value involving Claims in excess of $50,000)25,000 relating to the Purchased Assets or the Acquired Business; (d) waived any rights relating to the Acquired Business, other than waivers in the ordinary course of business and in accordance with past custom and practice; (e) incurred additional indebtedness other than trade payable incurred in the ordinary course of business or the incurrence or creation of any Lien on the Purchased Assets; (f) other than in the ordinary course of business, consistent with past practices, sold or leased, or agreed to sell or lease, any of the Purchase Assets; (g) entered into or terminated any material Contract or any material amendment or modification to any Contract; (h) experienced any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)labor dispute; (i) any transaction with any Affiliate outside increased salary or other compensation paid to officers, managers, salaried employees, distributors or independent contractors of the Ordinary Course of BusinessSeller; (j) with the exception of hiring Nxxxxx X. Xxxxx, hired or terminated any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiaryemployees whose annual compensation exceeds $50,000; (k) experienced any authorizationmaterial dispute, issuance, sale disagreement or other disposition by Subsidiary adverse relationship with a supplier, customer, vendor or distributor of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarythe Seller; (l) cancelled or waived any (A) reorganization, liquidation material claim or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Personright held by the Seller; (m) disposed or abandoned any amendment to other proprietary right or asset of the organizational documents of Subsidiary or the taking of any action with respect to any such amendmentSeller; (n) except as set forth on Schedule 6.10(n), distributed or issued any violation, breach dividend of cash or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assetsproperty; or (o) incurred any entering into of an agreement to do or engage in any of the foregoingMaterial Adverse Change.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on in Schedule 6.102.12, since December 31, 20082004, Subsidiary SICC and the Business has been its Subsidiaries have conducted only their respective businesses and operations in the Ordinary Course of Business, and, ordinary and usual course consistent with respect to the Business, the Purchased Assets past practice and Subsidiary, there has not been: have been no (a) material adverse change in the assets, liabilities, properties, business prospects, financial condition or results of operations of SICC or any eventSubsidiary (including the commencement against SICC or any Subsidiary of any proceeding by any regulatory authority, change other than those affecting the Cellular Services industry generally or circumstance which has hadthe Cellular Services industry in Illinois generally), or is reasonably likely to have, a Seller Material Adverse Effect; (b) loan by SICC or any material Subsidiary to any officer, director, employee or stockholder thereof, nor any agreement or commitment therefor, (c) increase, whether direct or indirect, in the compensation paid or payable to any officer, director, employee, Person or entity performing services as an independent contractor, consultant or agent of SICC or any Subsidiary except in the ordinary course of business, (d) loss, destruction or damage (normal wear and tear excepted)to any property of SICC or any Subsidiary, destruction, eminent domain taking or other casualty loss (whether or not covered by insuranceinsured, in excess of $25,000 in the aggregate, (e) affecting incidents of significant labor difficulty of any nature involving SICC or any Subsidiary, and no material change in the personnel of SICC or any Subsidiary or the Business terms and conditions of any employment contracts or independent contractor or consulting agreements to which any of them are parties, (f) acquisition or disposition of any assets (or any Purchased Asset contract or arrangement therefor) nor any other transaction by SICC or any Subsidiary other than in the ordinary course of business, (g) creation, incurrence, guarantee or assumption of any Indebtedness by SICC or any Subsidiary (other than pursuant to existing credit facilities), (h) change in accounting methods or practices by SICC or any Subsidiary affecting their respective assets, liabilities or business, (i) revaluation by SICC or any Subsidiary of any assets, including without limitation, writing off notes or accounts receivable or obsolete inventory or the acceleration of its practices for the collection of receivables, except in the ordinary course of business consistent with past practices, (j) mortgage, pledge or other encumbrance of any material respect; (c) assets of SICC or any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales (k) increase or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method assumptions underlying or methods of accounting or accounting practice with respect to the Business or Subsidiary; (e) calculating any entry intobad debt, termination, amendment, cancellation, contingency or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereinreserves, other than in the Ordinary Course ordinary course of Business; (f) any material settlementbusiness, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; and (l) payment, discharge or satisfaction of any liabilities other than the payment, discharge or satisfaction in the ordinary course of business. For the purposes of Section 2.12(a), changes shall not be material unless the aggregate value thereof exceeds $250,000; and, provided further that neither (Ax) reorganizationthe effects of any events, liquidation circumstances or dissolution conditions resulting from changes, developments or circumstances in worldwide or national conditions (political, economic, or regulatory) that generally adversely affect the local, regional or national market for Cellular Services or that generally adversely affect companies engaged in the telecommunications business (including proposed legislation or regulation by any governmental or regulatory body or the introduction of Seller or Subsidiary or any technological changes in the telecommunications industry), (B) business combination involving Seller or Subsidiary and any other Person; (my) any amendment to effects of competition resulting from the organizational documents offering of Subsidiary personal communication services or the taking of any action with respect to any such amendment; other wireless telecommunications services, nor [****](n3) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would will constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingmaterial adverse change.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10, since December 31, 2008, Subsidiary and Since the Business has been conducted only in filing of the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary10-K, there has been not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any resignation or termination of any officers or Key Employees of Genaissance or any Subsidiary, and Genaissance has no knowledge of any impending resignation or termination of employment of any such officer of Key Employee; (c) any material damage change, except in the ordinary course of business, in the contingent obligations of Genaissance or any Subsidiary by way of guaranty, endorsement, indemnity, warranty or otherwise; (normal wear and tear excepted)d) any damage, destructiondestruction or loss, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect, which has had a Material Adverse Effect; (ce) any purchasewaiver by Genaissance or any Subsidiary of a valuable right or of a material debt owed to it; (f) any direct or indirect loans made by Genaissance or any Subsidiary to any of its employees, sale, mortgage, pledge, lease, officers or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiarydirectors, other than purchases, sales or leases of assets advances made in the Ordinary Course ordinary course of Business or the creation or incurrence of Permitted Exceptionsbusiness; (dg) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, compensation arrangement or agreement with respect toany employee, any rights officer or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000)director; (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside declaration or payment of any dividend or other distribution in respect of the capital stock assets of Genaissance or any Subsidiary; (i) to Genaissance’s knowledge, any labor organization activity with respect to any employees of Genaissance or other applicable equity any Subsidiary; (j) any debt, obligation or beneficial interest) of liability incurred, assumed or guaranteed by Genaissance or any Subsidiary, or any direct or indirect redemptionexcept (i) those amounts which, purchase or other acquisition by Seller or its Affiliates in the aggregate, do not exceed $100,000, (ii) current liabilities incurred in the ordinary course of any such capital stock (or other applicable equity or beneficial interest)business, or any Option with respect to, Subsidiary(iii) Permitted Indebtedness; (k) any authorizationsale, issuanceassignment or transfer or any patents, sale trademarks, copyrights, trade secrets or other disposition by Subsidiary intangible assets other than in the ordinary course of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarybusiness; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and change in any other PersonMaterial Agreement that would be reasonably likely to have a Material Adverse Effect; (m) any amendment to the organizational documents of Subsidiary satisfaction or the taking discharge of any action with respect to Lien or payment of any such amendmentobligation by Genaissance or any Subsidiary, except in the ordinary course of business; (n) any Lien on any Asset of Genaissance or any Subsidiary except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; orPermitted Liens; (o) any entering into action, suit, proceeding or investigation against Genaissance or any Subsidiary known to it or them, except any such action, suit, proceeding or investigation that if determined adversely, would not reasonably be likely to have a Material Adverse Effect; (p) any written communication received by Genaissance or any Subsidiary alleging that Genaissance or any Subsidiary or any of an agreement to do or engage in their respective products has violated any of the foregoingpatents or patent related licenses and other proprietary rights and processes of any other Person; or (q) any other events or conditions of any character that, either individually or cumulatively, have resulted in a Material Adverse Effect.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.103.13, since December 31October 28, 20082007, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, Business or the Purchased Assets and SubsidiaryAcquired Assets, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Acquired Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of SubsidiaryAcquired Asset, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted ExceptionsLiens; (d) any material change in any method of accounting or accounting practice with respect to the Business or SubsidiaryBusiness, except for any such change required by reason of a concurrent change in GAAP; (e) any institution or execution of or increase or material alteration to the employment terms (including without limitation the adoption or amendment of any Employee Plans) or compensation payable or paid, or alteration in the timing or method of such payments, or institution or execution of any new severance or termination pay practices, whether conditionally or otherwise and whether pursuant to a Contractual Obligation, Employee Plan or otherwise, to any Seller Employee or director, officer, or consultant of the Sellers or any Affiliate whose responsibilities relate to the Business, other than in the Ordinary Course of Business; (f) any hiring of any new Seller Employees, other than in the Ordinary Course of Business; (g) any entry into, termination, amendment, cancellation, or other modification of any Agreement Contractual Obligation (including any Significant Lease or collective bargaining agreement) or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (fh) any material settlement, waiver or agreement with respect to any Legal ProceedingAction, Liability, Debt, or other right; (gi) any incurrence or assumption of any Indebtedness Debt or Guarantee in an aggregate amount greater than Fifty Thousand Dollars ($50,000)100,000; (hj) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary any of the Sellers with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable accounts receivable or any change in the methodology employed by Seller or Subsidiary any of the Sellers with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (ik) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary;; or (l) any (A) reorganization, liquidation entry into any Contractual Obligation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10in the Summa Disclosure Schedule, since December 31, 2008, Subsidiary and the Business date of the Summa Balance Sheet there has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any no declaration, setting aside or payment of any dividend or other distribution in with respect of the to any capital stock (or other applicable equity or beneficial interest) of SubsidiarySumma, or any direct or indirect no redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of Summa's capital stock (stock, and no split-up or other applicable equity or beneficial interest) ofrecapitalization relative to any of such capital stock, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of nor any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach authorizing or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement obligating Summa to do or engage in any of the foregoing; (ii) no loss, destruction or damage to any material property or asset of Summa, whether or not insured; (iii) no acquisition or disposition of material assets (or any contract or arrangement therefor) or any other material transaction by Summa, otherwise than for fair value and in the ordinary course of business; (iv) no discharge or satisfaction by Summa of any lien or encumbrance or payment of any material obligation or liability (absolute or contingent) other than current liabilities shown on the Summa Balance Sheet, or current liabilities incurred since the date thereof in the ordinary course of business, (v) no sale, assignment or transfer by Summa of any of its tangible or intangible assets including any security interest or other encumbrance, or waiver by Summa of any rights of value which, in any such case, is outside the ordinary course of business and material to the business of Summa; (vi) no payment of any bonus to or change in the compensation of any director, officer or employee, whether directly or by means of any bonus, pension plan, contract or commitment; (vii) no write-off or material reduction in the carrying value of any asset which is material to the business of Summa; (viii) no disposition or lapse of rights as to any intangible property which is material to the business of Summa; (ix) except for ordinary travel advances, no loans or extensions of credit to shareholders, officers, directors or employees of Summa; (x) no loss of a customer of or supplier to Summa the loss of which could reasonably be expected to materially adversely affect Summa; (xi) no agreement to do any of the things described in this Section 7.8; or (xii) no materially adverse change in the condition (financial or otherwise) of Summa or in its assets, liabilities, properties or business.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.105.7 to the Disclosure Letter, since December 31the Balance Sheet Date (a) Seller has used and operated the Purchased Assets, 2008, Subsidiary and the Business has been conducted NetBank Finance only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets Business and Subsidiary, (b) there has not beenbeen any event, change, occurrence or circumstance that has had or has a reasonable likelihood of having (i) a Material Adverse Effect or (ii) a materially adverse effect on the condition (financial or otherwise), assets, prospects or results of operations of Seller, Parent, or Market Street. Without limiting the generality of the foregoing, except as set forth on Schedule 5.7 to the Disclosure Letter, since the Balance Sheet Date: (ai) Seller has not incurred any Liabilities of any nature other than items incurred in the regular and Ordinary Course of Business, consistent with past practice, or increased (or experienced any change in the assumptions underlying or the methods of calculating) any eventbad debt, change or circumstance which has hadcontingency, or is reasonably likely to have, a Seller Material Adverse Effectother reserve; (bii) there has not been any material damage (normal wear and tear excepted)damage, destructiondestruction or loss, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary , with respect to the Seller Property, or the Business personal property that comprises the Purchased Assets or NetBank Finance, having a replacement cost of more than $50,000 for any Purchased Asset in any material respectsingle loss or $100,000 for all such losses; (ciii) any purchaseSeller has not (A) increased the salary, sale, mortgage, pledge, lease, or creation bonus or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, compensation (other than purchases, sales or leases of assets compensation increases not exceeding five percent (5.0%) per annum and otherwise made in the Ordinary Course of Business Business) of any Employee; (B) increased the benefits, waivers or variations for the creation benefit of any such Employee, or incurrence otherwise amended, or made payments or grants of Permitted Exceptionsawards that were not required, under any Employee Benefit Plan, or adopted or executed of any new Employee Benefit Plan (other than any such events in the Ordinary Course of Business); or (C) established, assumed, adopted or amended any collective bargaining agreement or recognized any labor organization as the collective bargaining representative of any Employees; (div) Seller has not executed any material employment, severance, change in any method of accounting control or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereinsimilar agreements, other than in the Ordinary Course of Business; (fv) Seller has not made or rescinded any material settlementelection relating to Taxes, waiver settled or agreement with respect 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 Legal Proceedingof its methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of its most recently filed Tax Returns, Liabilityin each case, to the extent related to the Purchased Assets or other rightNetBank Finance; (gvi) there has not been any incurrence material change in the (A) business organization of NetBank Finance (including all agency, brokerage and similar relationships of NetBank Finance; (B) services provided by the advisors, managers, officers, Employees, underwriters, agents, brokers or assumption sales representatives of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars NetBank Finance or; ($50,000)C) relationships and goodwill with customers, suppliers, correspondents, investors, credit enhancers, attorneys, licensors, landlords, creditors, employees, agents, brokers, and others having business relationships with NetBank Finance; or (D) existing levels of insurance coverage of Seller; (hvii) any (i) delay or postponement of the payment of any accounts payable or any change Seller has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in the methodology employed amount that are disputed in good faith by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)appropriate proceedings; (iviii) Seller has not sold, assigned, transferred, conveyed, leased or otherwise disposed of any transaction with assets of Seller or any Affiliate outside Subsidiary that were material to the Purchased Assets or NetBank Finance, except for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business; (jix) any declaration, setting aside or payment Seller has not written up the value of any dividend or other distribution Purchased Assets with a book value on the Balance Sheet in respect excess of the capital stock (or other applicable equity or beneficial interest) $5,000, determined as collectible any Receivable in excess of Subsidiary$50,000, or any direct or indirect redemptionportion thereof in excess of $25,000, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest)which were previously considered uncollectible, or written off as uncollectible any Option with respect toReceivable or any portion thereof, Subsidiaryexcept for write-downs, write-ups, and write-offs in the Ordinary Course of Business, none of which is material in amount; (kx) Seller has not instituted or settled any authorization, issuance, sale material Legal Proceeding affecting the Purchased Assets or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, SubsidiaryAssumed Liabilities; (lxi) Seller has not granted any (A) reorganization, liquidation license or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking sublicense of any action rights under or with respect to any such amendmentPurchased Intellectual Property; (nxii) except as Seller has not agreed, committed, arranged or entered into any understanding to do anything set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingthis Section 5.7.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10in Section 4.17 of the Gravitas Disclosure Schedules, since December 31the Balance Sheet Date, 2008, Subsidiary and the Business has been conducted only other than in the Ordinary Course ordinary course of Business, and, with respect to the Business, the Purchased Assets and Subsidiarybusiness, there has not been, with respect to Gravitas, any: (a) any event, change occurrence or circumstance which development that has had, or is could reasonably likely be expected to have, individually or in the aggregate, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or amendment of the Business or any Purchased Asset in any material respectorganizational documents of Gravitas; (c) any purchasesplit, sale, mortgage, pledge, lease, combination or creation or other incurrence reclassification of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets membership interests in the Ordinary Course of Business or the creation or incurrence of Permitted ExceptionsGravitas; (d) issuance, sale or other disposition of, or creation of any Encumbrance on, any ownership interests in Gravitas, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any ownership interests in Gravitas; (e) declaration or payment of any distributions on or in respect of any ownership interests in Gravitas or redemption, purchase or acquisition of any of Gravitas’ outstanding ownership interests; (f) material change in any method of accounting or accounting practice with respect of Gravitas, except as required by GAAP or as disclosed in the notes to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other rightFinancial Statements; (g) entry into any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000)Contract that would constitute a Material Contract; (h) any (i) delay incurrence, assumption or postponement of the payment guarantee of any accounts payable or any change indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the methodology employed by Seller or Subsidiary ordinary course of business consistent with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)past practice; (i) transfer, assignment, sale or other disposition of any transaction with any Affiliate outside of the Ordinary Course assets shown or reflected in the Balance Sheet or cancellation of Businessany debts or entitlements; (j) any declaration, setting aside transfer or payment assignment of or grant of any dividend license or other distribution in respect of the capital stock (sublicense under or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiaryto any Gravitas Intellectual Property; (k) abandonment or lapse of or failure to maintain in full force and effect any authorizationregistration of Gravitas Intellectual Property, issuance, sale or other disposition by Subsidiary failure to take or maintain reasonable measures to protect the confidentiality or value of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarytrade secrets included in Gravitas Intellectual Property; (l) abandonment or lapse of or failure to maintain in full force and effect any Permit or license from any Governmental Authority; (Am) reorganizationdefault, liquidation breach or dissolution violation of Seller any Permit, or Subsidiary notice of the same from any Governmental Authority; (n) material damage, destruction or loss (Bwhether or not covered by insurance) business combination involving Seller to any Gravitas Assets; (o) any capital investment in, or Subsidiary and any loan to, any other Person; (mp) any amendment acceleration, termination, material modification to the organizational documents of Subsidiary or the taking cancellation of any action with respect material Contract (including, but not limited to, any Material Contract) to any such amendmentwhich Gravitas is a party or by which it is bound; (nq) except any material capital expenditures; (r) imposition of any Encumbrance upon any of Gravitas’ properties or assets, tangible or intangible; (s) (i) grant of any bonuses, whether monetary or otherwise, or changes in any wages, salary, severance, pension, vacation, incentives, trading arrangements or policies or other compensation or benefits in respect of its current or former employees, officers, managers, independent contractors or consultants, other than as set forth on Schedule 6.10(nrequired by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees that results in any increase in liabilities or costs to Gravitas, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, manager, independent contractor or consultant; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, manager, independent contractor or consultant, (ii) benefit plan or (iii) collective bargaining or other agreement with a union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any violationother transaction with, breach any of its members or default undercurrent or former managers, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $15,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the taking assets, stock or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach other equity of, or default underby any other manner, any term business or provision of any Permit held Person or used by Subsidiary or Seller and relating to the Business or the Purchased Assetsany division thereof; or (oz) any entering into of an agreement Contract to do any of the foregoing, or engage any action or omission that would result in any of the foregoing.

Absence of Certain Developments. Except as expressly set forth in Schedule 4.19 or as disclosed in the DAVN SEC Filings or as otherwise contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December 31DAVN’s Latest Balance Sheet, 2008, DAVN and each DAVN Subsidiary and the Business has been have conducted their business only in the Ordinary Course of Business, and, ordinary course consistent with respect to the Business, the Purchased Assets past practice and Subsidiary, there has not been: occurred (ai) any event, change or circumstance which has had, or is reasonably likely to have, event having a Seller Material Adverse Effect; Effect on DAVN or any DAVN Subsidiary, (bii) any material damage event that would reasonably be expected to prevent or materially delay the performance of DAVN’s obligations pursuant to this Agreement, (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (diii) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement by DAVN or any waiver ofDAVN Subsidiary in its accounting methods, principles or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereofpractices, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the shares of capital stock (or other applicable equity or beneficial interest) of Subsidiary, DAVN or any direct DAVN Subsidiary or indirect any redemption, purchase or other acquisition by Seller or its Affiliates of any such capital of DAVN’s or any of DAVN Subsidiary’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 applicable equity or beneficial interest), employee benefit plan of DAVN or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, DAVN Subsidiary, or any modification other increase in the compensation payable or amendment to become payable to any employees, officers, consultants or directors of DAVN or any DAVN subsidiary, (vi) any issuance, grants or sale of any right of any holder of any outstanding shares of capital stock (stock, options, warrants, notes, bonds or other applicable equity or beneficial interest) ofsecurities, or option entry into any agreement with respect tothereto by DAVN or any DAVN Subsidiary, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (mvii) any amendment to the organizational documents Certificate of Incorporation or Bylaws of DAVN or any DAVN Subsidiary, (viii) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by DAVN or any DAVN Subsidiary, (x) purchase, sale, assignment or transfer of any material assets by DAVN or any DAVN Subsidiary, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of DAVN or any DAVN Subsidiary, except for liens for taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on DAVN, or (z) cancellation, compromise, release or waiver by DAVN or any DAVN Subsidiary of any rights of material value or any material debts or claims, (ix) any incurrence by DAVN or any DAVN Subsidiary of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of DAVN, (xi) entry by DAVN or any DAVN Subsidiary into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xii) any acceleration, termination, modification or cancellation of any agreement, contract, lease or license to which DAVN or any DAVN Subsidiary is a party or by which any of them is bound, (xiii) entry by DAVN or any DAVN Subsidiary into any loan or other transaction with any officers, directors or employees of DAVN or any DAVN Subsidiary, (xiv) any charitable or other capital contribution by DAVN or any DAVN Subsidiary or pledge therefore, (xv) entry by DAVN or any DAVN Subsidiary into any transaction of a material nature other than in the taking ordinary course of any action business consistent with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default underpast practice, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (oxvi) any entering into of an negotiation or agreement by the DAVN or any DAVN Subsidiary to do or engage in any of the foregoingthings described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except as expressly for the transactions contemplated by this Agreement or as otherwise set forth on in Schedule 6.103.10, since December 31, 20082016, Subsidiary and Seller has conducted the Business has been conducted only in the Ordinary Course of Business, and, Business and with respect to the Business, the Purchased Assets and Subsidiary, there Business has not beennot: (a) suffered, sustained or incurred any eventmaterial Loss or waived or released any material right or claim, change whether or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effectnot in the Ordinary Course of Business; (b) suffered, sustained or incurred any material damage (normal wear and tear excepted)damage, destruction, eminent domain taking destruction or other casualty loss (to any material properties or assets, whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) made capital expenditures individually or in aggregate exceeding $5,000; (d) subjected any purchaseof the Assets to any Encumbrance; (e) issued any note, salebond or other debt security, mortgagecreated, pledgeincurred or assumed any indebtedness for borrowed money or capitalized lease obligation or otherwise incurred any material Liability, leaseexcept current liabilities incurred in the Ordinary Course of Business; (f) discharged or satisfied any Encumbrance, or creation or other incurrence of paid any Lien on the Business, any Purchased Asset or asset of Subsidiarymaterial Liability, other than purchasescurrent liabilities shown on the balance sheet of the Business as of December 31, sales or leases of assets 2016, and current liabilities incurred in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptionssince December 31, 2016; (dg) accelerated or requested early payment of accounts receivable of the Business; (h) increased the salary, wage or other compensation or level of benefits payable or to become payable by Seller to any material change in any method of accounting Person employed or accounting practice engaged with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay except as described in the Schedules hereto, amended or postponement terminated any of the payment of any accounts payable or any change Operating Contracts, except in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside changed accounting methods or payment of any dividend or other distribution in respect practices of the capital stock Business (including any change in reserves, depreciation, amortization or other applicable equity cost accounting policies or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interestrates), or any Option with respect to, Subsidiary; (k) suffered, sustained or incurred any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, SubsidiaryMaterial Adverse Effect; (l) received notice from any (A) reorganizationcustomer, liquidation supplier, vendor, Governmental Body or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person, or any group thereof, which would, with substantial certainty, give rise to or result in a Material Adverse Effect; (m) any amendment to delayed or postponed the organizational documents payment of Subsidiary accounts payable or the taking of any action with respect to any such amendmentother Assumed Liabilities; (n) except as set forth on Schedule 6.10(n)entered into any employment Contract or collective bargaining agreement, any violation, breach written or default underoral, or modified the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision terms of any Permit held existing such Contract or used by Subsidiary agreement or Seller and relating adopted, amended, modified or terminated any Benefit Plan to materially increase benefits of any of Seller’s directors, officers or employees who are employed in the Business or the Purchased AssetsBusiness; orand (o) entered into any entering into of an agreement Contract to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Since January 1, since December 312019, 2008, Subsidiary and the Sellers have conducted the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets Business and Subsidiary, there has not beenbeen any: (a) any event, change change, occurrence or circumstance which that, individually or in the aggregate, has had, or is would reasonably likely be expected to have, a Seller Material Adverse Effect; (b) issuance or sale of any material damage (normal wear and tear excepted)shares, destruction, eminent domain taking membership interests or other casualty loss (whether or not covered by insurance) affecting Subsidiary or securities of the Business Sellers or any Purchased Asset in options, warrants or other rights to acquire any material respectsuch shares, membership interests or other securities (except pursuant to the conversion or exercise of options, warrants or other convertible securities outstanding on the date hereof); (c) creation, incurrence, assumption or guarantee of any purchaseindebtedness in connection with the Business; (d) acquisition, sale, mortgage, pledge, lease, license or creation or other incurrence disposition of any Lien on the Business, any Purchased Asset assets or asset of Subsidiaryproperty, other than purchases, purchases and sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or SubsidiaryBusiness; (e) any entry into, termination, amendment, cancellation, or other modification imposition of any Agreement Lien on any of the Purchased Assets; (f) discharge or satisfaction of any waiver of, Lien or agreement with respect to, payment of any rights Liability other than in the Ordinary Course of Business or obligations set forth thereinas otherwise required by this Agreement; (g) declaration or payment of any dividends or distributions to its members, other than in the Ordinary Course of Business; (fh) any material settlement, waiver amendment of its articles of organization or operating agreement with respect to any Legal Proceeding, Liability, or other rightsimilar agreement in a manner that could have an adverse effect on the transactions contemplated by this Agreement; (gi) any incurrence entry into, amendment or assumption termination of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000)action or omission that would constitute a violation of or default under, or waiver of any rights under, any of the Purchased Assets; (hj) entry into, adoption, modification or termination of any Seller Benefit Plan or any employment, severance, retention or other Contract, or (iexcept for normal increases in the Ordinary Course of Business for employees who are not Affiliates) delay increases in the compensation or postponement fringe benefits of, or material modification of the employment terms of, any current or former employee, officer, manager, independent director or consultant of the Business, or payment of any accounts payable bonus or other benefit to any change in the methodology employed by Seller current or Subsidiary with respect to the payment thereofformer employee, (ii) acceleration officer, manager, independent director or consultant of the collection Business (except for existing payment obligations outstanding as of Accounts Receivable the date hereof) or hiring of any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, new officers or (iv) incurrence of other Liabilities outside of except in the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiarynew employees; (k) change in any authorizationaccounting methods, issuanceprinciples or practices, sale or other disposition except insofar as may be required by Subsidiary of any shares of capital stock (or other a generally applicable equity or beneficial interest) of, or option with respect to, Subsidiarychange in GAAP, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) ofnew elections, or option changes to any current elections, with respect to, Subsidiaryto Taxes that affect the Purchased Assets; (l) any (A) reorganizationuninsured damage, liquidation destruction, loss or dissolution casualty to any property or assets of Seller the Business or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Personthe Sellers; (m) any amendment to the organizational documents best of Subsidiary Sellers’ knowledge, occurrence of a data breach or the taking compromise of any action with respect to any such amendment;Seller’s information security systems; or (n) except as set forth on Schedule 6.10(n), entry into any violation, breach or default underContract to do any of the foregoing, or the taking or failure to take any action or omission that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage result in any of the foregoing.

Absence of Certain Developments. Except Since the date of the Most Recent Balance Sheet through the date of this Agreement, the Company has conducted its business only in the ordinary course consistent with past practice and, except as expressly contemplated by this Agreement herein or as set forth on Schedule 6.10, since December 31, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and SubsidiarySECTION 2.8 OF THE DISCLOSURE SCHEDULE, there has not been: (a) any eventchange in the financial condition, properties, assets, liabilities, business or operations of the Company, which change by itself or circumstance which in conjunction with all other such changes, whether or not arising in the ordinary course of business, has had, or is reasonably likely to have, had a Seller Material Adverse Effect; (b) any material damage mortgage, encumbrance or lien placed on any of the properties of the Company; (normal wear and tear excepted)c) any material purchase, destruction, eminent domain taking sale or other casualty disposition, or any agreement or other arrangement for the purchase, sale or other disposition, of any properties or assets by the Company, including any of its Intellectual Property Rights, other than in the ordinary course of business; (d) any damage, destruction or loss (to the Company's property or assets, whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiarywhich has had a Material Adverse Effect; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend by the Company, or the making of any other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiarythe Company, or any direct or indirect redemption, purchase or other acquisition by Seller the Company of its own capital stock; (f) any labor trouble or claim of unfair labor practices involving the Company, any change in the compensation payable or to become payable by the Company to any of its Affiliates of any such capital stock (officers or employees other applicable equity or beneficial interest)than normal merit increases in accordance with its usual practices, or any Option bonus payment or arrangement made to or with any of such officers or employees or any establishment or creation of any employment (other than customary at-will employment), deferred compensation or severance arrangement or employee benefit plan with respect to such persons or the amendment of any of the foregoing; (g) any change in the executive officers of the Company or material loss of personnel of the Company or change in the terms and conditions of the employment of the Company's executive officers or key personnel; [Stock Purchase and Redemption Agreement] (h) any payment or discharge of a material lien or liability of the Company which was not shown on the Most Recent Balance Sheet or incurred in the ordinary course of business thereafter; (i) any contingent liability incurred by the Company as guarantor or otherwise with respect to the obligations of others or any cancellation of any material debt or monetary claim owing to, Subsidiaryor waiver of any material payment right of, the Company, including any write-off or compromise of any accounts receivable, other than in the ordinary course of business; (j) any obligation or liability incurred by the Company to any of its officers, directors, stockholders or employees, or any loans or advances made by the Company to any of its officers, directors, stockholders or employees, except normal compensation and expense allowances payable to officers, directors or employees and except for loans or advances made by the Company to its employees which are less than $10,000 individually and $50,000 in the aggregate; (k) any authorizationchange in accounting methods or practices, issuancecollection policies, sale pricing policies or payment policies of the Company, other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarythan changes not materially adverse to the Company; (l) any (A) reorganizationloss, liquidation or dissolution to the knowledge of Seller the Company or Subsidiary such Selling Stockholder, any development that is reasonably likely to result in a loss, of any significant supplier, customer, distributor or (B) business combination involving Seller or Subsidiary and any other Personaccount of the Company; (m) any amendment to the organizational documents of Subsidiary or the taking termination of any action with respect material contract or agreement to any such amendmentwhich the Company is a party or by which it is bound; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and arrangements relating to any royalty, dividend or similar payment based on the Business sales volume of the Company, whether as part of the terms of the Company's capital stock or by any separate agreement, other than transactions in the Purchased Assets; orordinary course of business; (o) any entering agreement with respect to the endorsement of the Company's products or services, other than transactions in the ordinary course of business; (p) any transaction or agreement involving fixed price terms or fixed volume arrangements, other than transactions in the ordinary course of business; (q) any other material transaction entered into by the Company other than transactions in the ordinary course of an business; or (r) any agreement or understanding whether in writing or otherwise, for the Company to do or engage in take any of the foregoing.actions specified in paragraphs (a) through (q) above. [Stock Purchase and Redemption Agreement]

Absence of Certain Developments. Except (a) From the date of the Latest Balance Sheet to the date of this Agreement, (i) except in connection with COVID-19 Measures and as expressly contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December 31, 2008, Subsidiary the business of the Company and the Business its Subsidiaries has been conducted only in all material respects in the Ordinary Course ordinary course of Businessbusiness consistent with past practice (including, andfor the avoidance of doubt, with respect to the Businessrecent past practice in light of COVID-19), the Purchased Assets and Subsidiary, (ii) there has not been: (a) been any eventchange, change event or circumstance which development or prospective change, event or development that, individually or in the aggregate, has had, had or is reasonably likely to have, have a Seller Material Adverse Effect; Effect and (biii) none of the Company or any of its Subsidiaries has suffered any material damage (normal wear and tear excepted)loss, destructiondamage, eminent domain taking destruction or other casualty loss (affecting any of its material properties or assets, in each case, outside of the ordinary course of business and whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect;. (cb) Except as set forth on Schedule 3.07(b) or as expressly contemplated by this Agreement, from the date of the Latest Balance Sheet until the date of this Agreement, neither the Company nor any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions;its Subsidiaries has: (di) any material change in any method amended or modified its certificate of accounting formation or accounting practice with respect to the Business limited liability company agreement (or Subsidiary; (e) any entry into, termination, amendment, cancellation, equivalent organizational or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000governance documents); (hii) issued or sold any (i) delay or postponement of the payment of any accounts payable its equity interests or any change in the methodology employed by Seller options, warrants, convertible or Subsidiary exchangeable securities, subscriptions, rights, equity appreciation rights, calls or commitments with respect to the payment thereofits shares or other equity interests of any kind, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller granted phantom equity or Subsidiary other similar rights with respect to its shares or other equity interests, except for transactions between or among the payment thereto, Company and its wholly-owned Subsidiaries; (iii) turnover (A) increased the compensation or other benefits payable to any current or former employee or individual independent contractor of inventorythe Company or any of its Subsidiaries, except for increases in the ordinary course of business and consistent with past practice to employees or independent contractors earning less than $150,000 in annual base compensation or as required by the terms of any Plan as in effect on the date hereof; (B) granted any right to new or enhanced severance or termination pay to any current or former employees or independent contractors of the Company or any of its Subsidiaries; (C) extended credit of $10,000 or more per individual or renewed or forgave a previously existing extension of credit for the benefit of any current or former employee or independent contractor, (D) hired or terminated for any reason other than for cause any employee with an annual base compensation in excess of $150,000 or (E) amended, modified or terminated any Plan or adopted any arrangement that would be a Plan if in effect on the date hereof; (iv) incurrence entered into any collective bargaining agreement or similar labor contract with any labor union respecting the employment of other Liabilities outside employees of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)Company or its Subsidiaries; (iv) any transaction with any Affiliate outside adopted a plan of the Ordinary Course of Businessliquidation, dissolution, merger, consolidation or other reorganization; (jvi) made any declaration, setting aside or payment acquisition (including by merger) of a material portion of the assets of any dividend other Person for consideration in excess of $1,000,000 or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (mvii) (A) modified or terminated any amendment Material Contract or (B) entered into any contract of a type that would be classified as a Material Contract if such contract was in effect on the date hereof; (viii) modified any material insurance policy of the Company or any of its Subsidiaries, or permitted the lapse of any such insurance policy; (ix) sold, leased, assigned, transferred, pledged, subjected to any Lien (other than Permitted Liens) or otherwise disposed of any of the Company's or any Subsidiary's assets, securities, properties, interests or businesses, except (A) sales of inventory and dispositions of assets in the ordinary course of business consistent with past practice or (B) transfers among the Company and its Subsidiaries; (x) made any loans or advances to, or assumed, guaranteed, endorsed or otherwise became responsible for the obligations of, any executive officers or members of its board of directors; (A) declared, authorized, set aside for payment or paid any dividend on, or made any other distribution (other than Tax distributions) in respect of, any of its capital stock, membership interests or other equity interests, other than dividends or distributions paid by any Subsidiary of the Company to the organizational documents Company or any wholly-owned Subsidiary of Subsidiary the Company or the taking (B) adjusted, split, combined, subdivided or reclassified any of its capital stock, membership interests or other equity interests or made any action other change with respect to the capital structure of the Company or any such amendmentof its Subsidiaries; (nxii) made or revoked or modified any material Tax election (other than making elections that are consistent with past practice), changed any annual accounting period, adopted or changed any material accounting method with respect to Taxes or filed any material amended Tax Return in each case, if such actions could have the effect of increasing the Company's or any of its Subsidiaries' liability for Taxes in a taxable period beginning after the Closing; (xiii) except as set forth in the ordinary course of business under the Existing Credit Facilities in effect on Schedule 6.10(n)the date hereof, incurred, created, assumed or otherwise became liable for any violationindebtedness for borrowed money; (xiv) commenced or settled any Action (excluding any Actions that do not involve injunctive or equitable relief against the Company or any of its Subsidiaries and that do not involve liability of the Company or any of its Subsidiaries in excess of $250,000 individually or $1,000,000 in the aggregate) or waived any material right with respect thereto; (xv) made any unbudgeted capital expenditures that were, breach or default underindividually, in excess of $500,000, or, in the aggregate, in excess of $1,000,000, or failed to make any budgeted capital expenditure; (xvi) accelerated the taking collection of or failure to take discounted any action that (with or without notice or lapse accounts receivable, delayed the payment of time or both) would constitute a violation or breach ofany accounts payable, or default underdeferred expenses, any term reduced inventories or provision otherwise increased cash on hand, in each case except in the ordinary course of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assetsbusiness consistent with past practice; or (oxvii) any entering into of an agreement agreed or committed to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.106.9, since December 31the Balance Sheet Date, 2008, Subsidiary each of the Subsidiaries and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiarythe Subsidiaries, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary the Subsidiaries or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiaryany of the Subsidiaries, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiarythe Subsidiaries; (e) any institution or execution of or increase or material alteration to the employment terms (including without limitation the adoption or amendment of any Employee Benefit Plans) or compensation payable or paid, or alteration in the timing or method of such payments, or institution or execution of any new severance or termination pay practices, whether conditionally or otherwise and whether pursuant to a Contract, Employee Benefit Plan or otherwise, to any Employee or director, officer, or consultant of Sellers (as relates to the Business), the Subsidiaries or any of their respective Affiliates whose responsibilities relate to the Business, other than in the Ordinary Course of Business; (f) any hiring of any new Employees, other than in the Ordinary Course of Business; (g) any entry into, termination, amendment, cancellation, or other modification of any Agreement Contract or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (fh) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (gi) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Twenty-Five Thousand Dollars ($50,00025,000); (hj) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller any of Sellers or Subsidiary the Subsidiaries with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable accounts receivable or any change in the methodology employed by Seller any Sellers or Subsidiary the Subsidiaries with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (ik) any transaction with any Affiliate outside of the Ordinary Course of Business; (jl) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiarythe Subsidiaries, or any direct or indirect redemption, purchase or other acquisition by Seller Sellers or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiarythe Subsidiaries; (km) any authorization, issuance, sale or other disposition by Subsidiary the Subsidiaries of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarythe Subsidiaries, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarythe Subsidiaries; (ln) any (A) reorganization, liquidation or dissolution of Seller Sellers or Subsidiary the Subsidiaries or (B) business combination involving Seller Sellers or Subsidiary the Subsidiaries and any other Person; (mo) any amendment to the organizational documents of Subsidiary the Subsidiaries or the taking of any action with respect to any such amendment; (np) except as set forth on Schedule 6.10(n6.9(p), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary the Subsidiaries or Seller Sellers and relating to the Business or the Purchased AssetsBusiness; or (oq) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December 31, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, Balance Sheet Date: (i) there has not been: (a) been any event, material adverse change or circumstance nor has there occurred any event which has had, or is reasonably likely to have, result in a Seller Material Adverse Effectmaterial adverse change; (bii) there has not been any material damage (normal wear and tear excepted)damage, destructiondestruction or loss, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business property and assets of the Purchaser having a replacement cost of more than $25,000 for any single loss or Subsidiary$100,000 for all such losses; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (of the Purchaser or any repurchase, redemption or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder acquisition by the Purchaser of any outstanding shares of capital stock (or other applicable equity or beneficial interest) securities of, or option with respect toother ownership interest in, Subsidiarythe Purchaser; (liv) the Purchaser has not awarded or paid any bonuses to employees of the Purchaser or agreed to increase the compensation payable or to become payable by it to any of the 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 representatives (A) reorganization, liquidation 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 dissolution compensation expense of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Personthe Purchaser); (mv) there has not been any amendment to change by the organizational documents of Subsidiary Purchaser in accounting or the taking of any action with respect to any such amendmentTax reporting principles, methods or policies; (nvi) the 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 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; (viii) the 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 Purchaser, except as for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the ordinary course of business consistent with past practice; (ix) the Purchaser has not discharged or satisfied any Lien, or paid any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice and which, in the aggregate, would not be material to the Purchaser; (x) the Purchaser has not canceled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived or released any Contract or right except in the ordinary course of business consistent with past practice and which, in the aggregate, would not be material to the Purchaser; (xi) the Purchaser has not made or committed to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or $100,000 in the aggregate; (xii) the Purchaser has not instituted or settled any material legal proceeding; and (xiii) the Purchaser has not agreed to do anything set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingthis Section 4.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10Since the Half-Yearly Report Date, since December 31, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, Business and, with respect to except as set forth in the Business, the Purchased Assets and Subsidiary, there has not beenDisclosure Letter: (a) no member of the Acquired Group has (i) amended its Organizational Documents, (ii) amended any eventterm of its outstanding Equity Interests or other securities or (iii) issued, change or circumstance which has hadsold, granted, or is otherwise disposed of, its Equity Interests or other securities; (b) no member of the Seller Group has become liable in respect of any Guarantee or has incurred, assumed or otherwise become liable in respect of any material Debt; (c) no member of the Seller Group has permitted (i) any Acquired Asset to become subject to any Lien, or (ii) any of its other Assets to become subject to any Lien that would reasonably likely be expected to have, have a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement no member of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) Group has made any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiaryor any repurchase, redemption or other acquisition of, any of its capital stock or other Equity Interests; (e) no member of the Seller Group has entered into, or performed, any transaction with, or for the benefit of, the Seller or any Seller Security Holder or, to the Seller’s Knowledge, any Affiliate of the Seller or of any Seller Security Holder; (f) there has been no material loss, destruction, damage, or eminent domain taking (in each case, whether or not insured) affecting (i) any entity in the Acquired Group, (ii) the Business or any Acquired Asset or (iii) any other Asset the loss, destruction, damage, or eminent taking of which would reasonably be expected to have a Material Adverse Effect; (g) no member of the Seller Group has increased the Compensation or benefits payable or paid, whether conditionally or otherwise, to (i) any employee, consultant or agent, (ii) any director or officer or (iii) any holder of Equity Interests in the Seller or in the Acquired Group or of any Affiliate of any such holder; (h) no member of the Seller Group has terminated or closed any facility, business or operation; (i) no member of the Seller Group has instituted any new, or modified any existing, severance or termination pay practices; (j) no member of the Seller Group has made any material change in its methods of accounting or accounting practices (including with respect to reserves); (k) no member of the Seller Group has written up or written down any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiaryits material Assets; (l) no share or loan capital has been allotted or issued or agreed to be allotted or issued by any (A) reorganization, liquidation or dissolution member of the Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other PersonGroup; (m) any amendment to the organizational documents no distribution of Subsidiary capital or the taking income has been declared, made or paid in respect of any action share capital of the Seller Group and (excluding fluctuations in overdrawn current accounts with respect bankers) no loan or loan capital or preference capital of the Seller Group has been repaid in whole or part or has become liable to any such amendmentbe repaid; (n) except as set forth on Schedule 6.10(n), no member of the Seller Group has incurred any violation, breach material capital expenditure or default under, any material capital commitment or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision disposed of any Permit held material capital Asset or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; orany interest in any such Asset; (o) no member of the Seller Group has entered into any entering license, collaboration or research agreement, or any other material agreement which would be required to be scheduled in the Disclosure Letter pursuant to Section 4.21, with a Third Party; (p) no member of the Seller Group has made any change to the terms of engagement of any consultant or independent contractor and no member of the Seller Group has engaged any further independent contractors or consultants; (q) no member of the Seller Group has initiated, compromised or settled any material litigation or arbitration proceeding; (r) no event or circumstance has occurred which has had, or would reasonably be likely to have, a Material Adverse Effect; and (s) no member of the Seller Group has entered into of an agreement any Contractual Obligation to do or engage in any of the foregoingthings referred to elsewhere in this Section 4.11.

Absence of Certain Developments. Except as expressly Since January 1, 2019, except for the transactions contemplated by this Agreement or and the Related Agreements, and except as otherwise set forth on Schedule 6.10Section 5.06 of the Disclosure Schedule, since December 31, 2008, Subsidiary and the Business there has not been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and SubsidiaryCompanies or their respective Subsidiaries, there has not beenany: (a) occurrence of any fact, change, effect, circumstance, event, change occurrence, condition, development or circumstance which state of facts, that either individually or in the aggregate has had, had or is would reasonably likely be expected to have, individually or in the aggregate, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted)damage, destruction, eminent domain taking or other casualty loss (loss, whether or not covered by insurance) affecting Subsidiary insurance or the Business or any Purchased Asset not, having an uninsured cost in any material respectexcess of $200,000; (c) any purchaseentry into, saleamendment, mortgage, pledge, leasetermination, or creation waiver of any right under any employment, severance, or termination Contract with any officer, director, or employee earning more than $200,000 per annum, of the Companies or their respective Subsidiaries; (d) increase in the compensation or benefits (including severance or termination payments) payable, or to become payable, by the Companies or their respective Subsidiaries to any of their respective officers, employees, directors, independent contractors, consultants, or Affiliates or any adoption of, or increase in, any bonus, equity, severance, insurance, pension, or other incurrence employee benefit plan, payment or arrangement made to, for or with any such officers, employees, directors, independent contractors, consultants or any Affiliate of any Lien on the BusinessCompanies or their respective Subsidiaries, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets except for such increases which occurred in the Ordinary Course of Business or for individuals whose annual compensation does not exceed, in the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiaryaggregate $200,000; (e) any entry intochange in accounting policies, termination, amendment, cancellationprinciples, or methodologies or in the manner the Companies and their respective Subsidiaries keep their respective Books and Records or any change by the Companies or their respective Subsidiaries of their current practices with regard to accounting for sales, receivables, payables, or expenses (including any change in depreciation or amortization policies or rates); (f) other modification of any than with respect to this Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than sales of inventory in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceedingthe sale, Liabilityassignment, transfer, lease, license, or other rightdisposition of, or entry into a Contract to sell, assign, transfer, lease, license, or otherwise dispose of, any asset or property having a value in excess of $100,000 individually, or $250,000 in the aggregate; (g) any incurrence changes in the ownership of the Companies and their respective Subsidiaries, including the issuance, repurchase, redemption, assignment, or assumption transfer of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000)Equity Securities of the Companies or their respective Subsidiaries; (h) any (i) delay or postponement actions which, if taken after the date of this Agreement, would have required the consent of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect Buyer pursuant to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000)Section 6.04; (i) adoption, change or revocation of any transaction with material Tax election, adoption or change of any Affiliate outside material Tax accounting method, change in Tax classification (as a corporation, partnership or disregarded entity), settlement or compromise of the Ordinary Course any material Tax claim or assessment, amendment of Business;any Tax Return, extension or waiver of any statute of limitation in respect of Taxes, request for any Tax ruling, or entry into any Tax sharing or similar agreement; or (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment Contract to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in consummate any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10in Section 5.7 of the Disclosure Memorandum, since December 31, 2008, Subsidiary and the Balance Sheet Date (i) Seller has conducted the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets Business and Subsidiary, (ii) there has not been: (a) occurred any event, change change, effect or circumstance which that has had, had or is reasonably likely to have, have a Seller Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 5.7 of the Disclosure Memorandum, since the Balance Sheet Date: (i) neither Seller nor any Subsidiary has incurred any Liabilities with respect to the Business or the Purchased Assets of any nature other than items incurred in the regular and Ordinary Course of Business, consistent with past practice, or increased (or experienced any change in the assumptions underlying or the methods of calculating) any bad debt, contingency, or other reserve with respect to the Business or the Purchased Assets, other than in the Ordinary Course of Business consistent with past practice; (bii) there has not been any material damage (normal wear and tear excepted)damage, destructiondestruction or loss, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary , with respect to the Seller Properties or any tangible personal property of Seller or the Business or any Subsidiaries that constitutes a Purchased Asset in having a replacement cost of more than $50,000 for any material respectsingle loss or $100,000 for all such losses; (ciii) neither Seller nor any purchaseSubsidiary has (A) except as set forth in Section 5.7(iii) of the Disclosure Memorandum, saleincreased the salary, mortgage, pledge, lease, or creation bonus or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, compensation (other than purchases, sales or leases of assets compensation increases not exceeding five percent (5%) per annum and otherwise made in the Ordinary Course of Business Business) of any Employee; (B) increased the benefits, waivers or variations for the creation benefit of any such Employee, or incurrence otherwise amended, or made payments or grants of Permitted Exceptionsawards that were not required, under any Employee Benefit Plan, or adopted or executed of any new Employee Benefit Plan (other than any such events in the Ordinary Course of Business); or (C) established, assumed, adopted or amended any collective bargaining agreement or recognized any labor organization as the collective bargaining representative of any Employees; (div) except as set forth in Section 8.1(h)(1) and Section 8.1(h)(2) of the Disclosure Memorandum, neither Seller nor any material Subsidiary has executed any employment, severance, change in any method of accounting control or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth thereinsimilar agreements, other than in the Ordinary Course of Business; (fv) there has not been any (A) material settlementchange in the business organization of Seller (including all agency, waiver brokerage and similar relationships of the Business); (B) change in the services provided by the advisors, managers, officers, Employees, underwriters, agents, brokers or agreement sales representatives of Seller; (C) change in the relationships and goodwill with customers, suppliers, correspondents, investors, credit enhancers, attorneys, licensors, landlords, creditors, employees, agents, brokers, and others having business relationships with Seller; or (D) material change in the existing levels of insurance coverage of Seller, except, with respect to any Legal Proceedingclauses (B) and (C), Liabilitychanges that have not had, or other rightand are not reasonably likely to have, a Material Adverse Effect; (gvi) neither Seller nor any incurrence or assumption of any Indebtedness Subsidiary has failed to pay and discharge current Liabilities except for Liabilities not material in an aggregate amount greater than Fifty Thousand Dollars ($50,000)that are disputed in good faith by appropriate proceedings; (hvii) any (iexcept as set forth in Section 5.7(vii) delay or postponement of the payment of Disclosure Memorandum, neither Seller nor any accounts payable Subsidiary has made any material capital expenditure or commitment for additions to property, plant, equipment, intangible property or capital assets or for any change in the methodology employed by Seller or Subsidiary other purpose with respect to the payment thereofSeller Properties or the Purchased Assets, other than for emergency repairs or replacement; (iiviii) acceleration Seller has not made any capital investment in, any loan to, or any acquisition of the collection of Accounts Receivable securities or assets of, any change in the methodology employed by Seller or Subsidiary other Person with respect to the payment thereto, (iii) turnover of inventory, Business or (iv) incurrence of the Purchased Assets other Liabilities outside of the Ordinary Course of Business, which than in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (jix) neither Seller nor any declarationSubsidiary has permitted, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiaryallowed, or suffered any direct of its properties or indirect redemptionassets (real, purchase personal or mixed, tangible or intangible) that constitute Purchased Assets to be subjected to any Lien, other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiarythan Permitted Exceptions; (kx) neither Seller nor any authorizationSubsidiary has acquired any assets or sold, issuanceassigned, sale transferred, conveyed, leased or other disposition by Subsidiary otherwise disposed of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution assets of Seller or any Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or, except for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business; (oxi) neither Seller nor any entering Subsidiary has discharged or satisfied any Lien, or paid any obligation or liability (fixed or contingent), with respect to the Business or the Purchased Assets except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Business taken as a whole; (xii) neither Seller nor any Subsidiary has canceled or compromised any debt or claim with respect to the Business or the Purchased Assets or amended, modified, extended, canceled, terminated, relinquished, waived or released any Contract or right with respect to the Business or the Purchased Assets except for immaterial amendments or modifications to such Contract; (xiii) neither Seller nor any Subsidiary has written down or written up the value of any Purchased Assets with a book value on the Balance Sheet in excess of $10,000, except for write-downs, write-ups, and write-offs in the Ordinary Course of Business, none of which is material in amount; (xiv) neither Seller nor any Subsidiary has instituted or settled any material Legal Proceeding with respect to the Business or the Purchased Assets; (xv) Seller has not granted any license or sublicense of any rights under or with respect to any Purchased Intellectual Property; and (xvi) Seller has not agreed, committed, arranged or entered into of an agreement any understanding to do or engage anything set forth in any of the foregoingthis Section 5.7.

Absence of Certain Developments. Except Since the date of the ------------ ------------------------------- Base Balance Sheet, except as expressly contemplated by this Agreement or Agreement, CHCI and the CHCI Subsidiaries have conducted the Hospitality Business and have incurred liabilities relating to the activities of the Hospitality Business only in the ordinary course consistent with past practice and, except as set forth on in Section 3.08 of the Disclosure Schedule 6.10, since December 31, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect or directly related to the Business, the Purchased Assets and SubsidiarySpin Off, there has not been: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect; (b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business; (f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any : (i) delay no change which has had or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect would reasonably be expected to the payment thereof, have a Material Adverse Effect on CHCI; (ii) acceleration no mortgage, encumbrance or lien placed on any of the collection assets relating to the Hospitality Business of Accounts Receivable CHCI or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, CHCI Subsidiary; (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any no declaration, setting aside or payment of any dividend or other distribution in with respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiaryto, or any direct or indirect redemptionredemption or acquisition of, purchase any shares of any capital stock of any class of CHCI or any CHCI Subsidiary or any options, warrants or other acquisition by Seller rights to acquire, or its Affiliates of securities convertible into or exchangeable for, any such capital stock stock; (iv) no incurrence or modification of any contingent liability with respect to the obligations of others, and no incurrence or modification of any other contingent or fixed obligations or liabilities except in the ordinary course of business consistent with past practice; (v) no material increase, direct or indirect, in the compensation paid or payable to any officer, director, employee, agent or stockholder other than salary increases in the ordinary course of business consistent with past practice of CHCI or any CHCI Subsidiary; (vi) no material loss, destruction or damage to any property relating to the Hospitality Business of CHCI or any CHCI Subsidiary or any property as to which CHCI or any CHCI Subsidiary has a leasehold interest or a management contract, whether or not insured; (vii) no notice of any claim of unfair labor practices or labor dispute or work stoppage involving CHCI or any CHCI Subsidiary and no change in senior personnel of CHCI or any CHCI Subsidiary; (viii) no acquisition or disposition of any assets relating to the Hospitality Business (or any contract or arrangement therefor) other applicable equity than in the ordinary course of business; (ix) no employment agreements entered into by CHCI or beneficial interest)any CHCI Subsidiary and no material obligation or liability incurred by CHCI or any CHCI Subsidiary to any of their officers, directors, stockholders or employees, or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale loans or other disposition advances made by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, CHCI or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or CHCI Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; of their officers, directors, stockholders or employees, except normal compensation and expense allowances payable to officers or employees; (nx) except as set forth on Schedule 6.10(n)no change in accounting methods or practices, any violation, breach credit practices or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or collection policies used by Subsidiary CHCI or Seller any CHCI Subsidiary; and relating to the Business (xi) no agreement or the Purchased Assets; or (o) any entering into of an agreement to do understanding whether in writing or engage otherwise, that would result in any of the foregoingtransactions or events or require CHCI or any CHCI Subsidiary to take any of the actions specified in clauses (i) through (x) above.

Absence of Certain Developments. Except As of the date hereof, except as expressly contemplated by this Agreement or as set forth on Schedule 6.104.8, since December 31the Balance Sheet Date, 2008, Subsidiary the Company and the Business has been Company Subsidiaries have conducted their businesses only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets Business and Subsidiary, there has not beenbeen any: (a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Company Material Adverse Effect; (b) (i) adoption, material amendment or material modification of a Benefit Plan, (ii) grant of severance or termination pay to any director or manager of the Company or any Company Subsidiary or any Business Employee, or (iii) material damage increase in the compensation of, or payment of any bonus to, any director or manager of the Company or any Company Subsidiary or any Business Employee, except, in each of (normal wear and tear exceptedi) through (iii), destruction, eminent domain taking as required by the terms of the applicable Benefit Plan or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respectapplicable Law; (c) any purchase, sale, mortgageassignment, pledgetransfer, hypothecation, conveyance, lease, or creation other disposition or other incurrence acquisition of any Lien on material asset or property of the Business, Company or any Purchased Asset or asset of Company Subsidiary, other than purchases, sales or leases of assets except in the Ordinary Course of Business Business, or the creation mortgage, pledge, or incurrence imposition of Permitted Exceptions; (d) any material change in Lien on any method asset or property of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement Company or any waiver ofCompany Subsidiary, or agreement with respect to, any rights or obligations set forth therein, other than except for Permitted Liens in the Ordinary Course of Business; (d) failure to pay when due any material liabilities arising out of the operations of the businesses of the Company or any of the Company Subsidiaries; (e) material loss, destruction or damage to any property or assets of the Company or any of the Company Subsidiaries, whether or not insured; (f) waiver of any material settlement, waiver right of the Company or agreement with respect to any Legal Proceeding, Liability, of the Company Subsidiaries or other rightcancellation of any indebtedness or claim held by the Company or any of the Company Subsidiaries; (g) loan made by the Company or any incurrence of the Company Subsidiaries to any member, officer, director or assumption manager of the Company or any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000)of the Company Subsidiaries or any of the Business Employees or Support Employees; (h) any (i) delay change or postponement of the payment revocation of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereofmaterial Tax election, (ii) acceleration compromise or settlement of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment theretomaterial Tax liability, (iii) turnover consent to any extension or waiver of inventorythe limitations period applicable to any material Tax claim or assessment, (iv) amendment to any material Tax Return, (v) surrender of any right to claim a refund of a material amount of Taxes, or (ivvi) incurrence entering into of any Tax allocation agreement, Tax sharing agreement, Tax indemnification agreement or closing agreement relating to any Tax; (i) material change in accounting policies, principles, methods, practices or procedures or revaluation of any assets; (j) cancellation of or failure to renew any insurance policy, receipt of any notice of cancellation or termination from any insurance provider or failure to give all notices and present all claims (if any) under all policies in a timely fashion; (k) amendment, modification or termination of any Material Contract (other Liabilities outside than those that expire or terminate in accordance with their existing terms) or express waiver of any material benefits under any Material Contract, in each case other than in the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary;; or (l) agreement by the Company or any (A) reorganization, liquidation or dissolution of Seller or Company Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoing.

Absence of Certain Developments. Except as expressly disclosed in the ECPN SEC Filings or as otherwise contemplated by this Agreement or as set forth on Schedule 6.10Agreement, since December March 31, 20080000, Subsidiary XXXX and the Business has been ECL have conducted their respective businesses only in the Ordinary Course of Business, and, ordinary course consistent with respect to the Business, the Purchased Assets past practice and Subsidiary, there has not been: occurred or been entered into, as the case may be: (ai) any event, change or circumstance which has had, or is reasonably likely to have, event having a Seller Material Adverse Effect; Effect on ECPN or ECL, (bii) any event that would reasonably be expected to prevent or materially delay the performance of ECPN’s obligations pursuant to this Agreement, (iii) any material damage change by ECPN in its accounting methods, principles or practices, (normal wear iv) any amendment to the Articles of Incorporation or Bylaws of ECPN, (v) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by ECPN or ECL, (x) purchase, sale, assignment or transfer of any material assets by ECPN or ECL, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of ECPN or ECL, except for liens for taxes not yet due and tear exceptedsuch other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on ECPN or ECL, as the case may be, or (z) cancellation, compromise, release or waiver by ECPN or ECL of any rights of material value or any material debts or claims, (vi) any incurrence by ECPN or ECL of any material liability (absolute or contingent), destructionexcept for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, eminent domain taking (vii) damage, destruction or other casualty loss (similar loss, whether or not covered by insurance, materially affecting the business or properties of ECPN or ECL, (viii) affecting Subsidiary entry by ECPN or the Business ECL into any agreement, contract, lease or any Purchased Asset in any material respect; (c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions; (d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, license other than in the Ordinary Course ordinary course of Business; business consistent with past practice, (fix) any acceleration, termination, modification or cancellation of any agreement, contract, lease or license to which ECPN or ECL is a party or by which any of them is bound, (x) entry by ECPN or ECL into any loan or other transaction with any officers, directors or employees of ECPN, (xi) any charitable or other capital contribution by ECPN or ECL or pledge therefore, (xii) entry by ECPN or ECL into any transaction of a material settlementnature other than in the ordinary course of business consistent with past practice, waiver or (xiii) any negotiation or agreement with respect by ECPN or ECL to do any Legal Proceeding, Liability, or other right; (g) any incurrence or assumption of any Indebtedness the things described in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any the preceding clauses (i) delay or postponement of through (xii); provided, that the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect representations as to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect ECL herein are to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingECPN’s Knowledge.

Absence of Certain Developments. Except as expressly contemplated by this Agreement (a) Since the Balance Sheet Date, neither the Company nor any of its Subsidiaries has: (i) granted or as set forth on Schedule 6.10agreed to grant present or future increases in the rate of compensation payable to any personnel of the Company or any of its Subsidiaries, since December 31except in the ordinary course of business; (ii) paid or agreed to pay any bonuses or made or agreed to make any similar payments to any personnel of the Company or its Subsidiaries, 2008including severance payments, Subsidiary except in the ordinary course of business and except in connection with the Termination of Employees; (iii) sold, assigned or transferred any of the assets of the Business has been conducted only other than in the Ordinary Course ordinary course of Businessbusiness; (iv) suffered any uninsured damage, anddestruction or loss to any of the assets of the Company or any of its Subsidiaries in excess of $100,000 in the aggregate; (v) made any capital expenditures (whether expensed or capitalized), other than such expenditures not exceeding $100,000 in the aggregate; (vi) written off as uncollectible any notes or Accounts Receivable, except write-offs in the ordinary course of business and consistent with respect past practice; or (vii) delayed or postponed the payment of any accounts payable or commissions or any other liability not disputed in good faith or agreed or negotiated with any Person to extend the Businesspayment date of any accounts payable or commissions or any other liability or, except in the Purchased Assets and Subsidiaryordinary course of business, accelerated the collection of (or discounted) any accounts receivable or notes receivable; (viii) entered into any other material transaction except in the ordinary course of business. (b) Since the Balance Sheet Date, there has not been: (ai) any event, change or circumstance which has hadMaterial Adverse Change; or (ii) any amendment to any Tax Returns, or any election made, any accounting method or fiscal year adopted, or any position taken in any Tax Returns relating to the Company or any of its Subsidiaries that is reasonably likely inconsistent with any such election, accounting method, fiscal year or position previously made, adopted or taken with respect to the Company or any of its Subsidiaries. (c) Since the Balance Sheet Date, the Company and its Subsidiaries have, a Seller Material Adverse Effectwithout limiting the foregoing: (i) operated only in the usual, regular and ordinary manner and, to the extent consistent with such operation, used reasonable efforts to preserve the present relationships with Persons having business dealings with the Company and each Subsidiary except for the Termination of Employees; (bii) any in all material damage respects maintained customary levels of customer service; (normal iii) taken the actions as historically have been taken by the Company and its Subsidiaries to preserve, protect and maintain all of the Company’s and the Subsidiaries’ tangible assets other than disposable or immaterial assets in customary repair, order and condition (reasonable wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect; (civ) in all material respects maintained in good standing all of their material licenses, permits and other regulatory authorizations; (v) not acquired any purchasestock or, saleexcept in the ordinary course of business consistent with past practice, mortgage, pledge, lease, any property or creation or other incurrence assets of any Lien on other Person usable in the conduct of the Business, or entered into any Purchased Asset contract or asset agreement or other commitment to effect any of Subsidiary, other than purchases, sales or leases of assets the foregoing acquisitions except in the Ordinary Course ordinary course of Business or the creation or incurrence of Permitted Exceptionsbusiness; (dvi) not incurred any material change in any method of accounting or accounting practice with respect to the Business or Subsidiaryindebtedness for borrowed money; (evii) not mortgaged, pledged or granted any entry into, termination, amendment, cancellation, or Lien (other modification than Permitted Liens) on any of any Agreement the Company’s or any waiver of, or agreement with respect to, any rights or obligations set forth thereinof its Subsidiaries’ assets, other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (fviii) not adopted any material settlement, waiver employee benefit plan covering employees of the Company or any of its Subsidiaries; and (ix) not entered into any contract or agreement or other commitment with respect any third party relating to any Legal Proceeding, Liabilitysale or disposition of all or substantially all of the assets used in, or other right; (g) any incurrence or assumption of any Indebtedness held for use in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of connection with the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, Subsidiary; (k) any authorization, issuance, sale or other disposition by Subsidiary of any shares of capital stock (or other applicable equity or beneficial interest) operations of, or option with respect to, Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiary; (l) any (A) reorganization, liquidation or dissolution of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person; (m) any amendment to the organizational documents of Subsidiary or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement to do or engage in any of the foregoingBusiness.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Section 5.7 of the Company Disclosure Schedule 6.10and except for the Company Restructuring, since December 31, 2008, Subsidiary and the Business Financial Information Reference Date (i) the business of the Fairway Group Companies has been conducted only in all material respects in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, (ii) there has not beenbeen any event, change, occurrence or circumstance that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (iii) none of the Fairway Group Companies have taken any of the following actions: (a) repurchased, redeemed or otherwise acquired any eventoutstanding shares of capital stock, change membership interests or circumstance which has had, other equity interests of any Fairway Group Company or is reasonably likely to have, a Seller Material Adverse Effectany Blocker; (b) any material damage (normal wear and tear excepted)transferred, destructionissued, eminent domain taking sold or disposed of, or granted options, warrants or other casualty loss (whether rights to purchase or not covered by insurance) affecting Subsidiary otherwise acquire, any shares of capital stock, membership interests or the Business other equity interests of any Fairway Group Company or any Purchased Asset in any material respectBlocker; (c) effected any purchaseliquidation, salemerger, mortgageconsolidation, pledgerestructuring, leaserecapitalization, reclassification, reorganization or creation or other incurrence like change in the capitalization of any Lien on Fairway Group Company or any the BusinessBlocker; (d) amended the Organizational Documents of any Fairway Group Company or any the Blocker; (e) (A) incurred or assumed any Indebtedness or (B) made any investments in or loans or advances to any other Person, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets except in each case in the Ordinary Course of Business or to the creation extent any such Indebtedness, loans or incurrence of Permitted Exceptionsadvances will be discharged at or prior to Closing; (df) (A) acquired any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary; (e) any entry intocorporation, terminationlimited liability company, amendment, cancellation, partnership or other modification business organization or division thereof or (B) sold, leased or otherwise disposed of any Agreement material assets or any waiver ofsecurities, or agreement with respect to, any rights or obligations set forth therein, other than except in the Ordinary Course of Business; (fg) any material settlement, waiver settled or agreement with respect to compromised any Legal Proceeding, Liability, Proceedings in excess of $50,000 individually or other right$100,000 in the aggregate; (gA) materially increased the compensation or benefits payable or to become payable to any incurrence or assumption employee of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000); (h) any (i) delay or postponement of the payment of any accounts payable Fairway Group Company or any change in the methodology employed by Seller Blocker or Subsidiary with respect to the payment thereof(B) materially amended, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventoryadopted, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Businessterminated any material Benefit Plans, which except in the each case of (i)-(iv) above, exceeds as may have been required by an existing employment Contract or in the aggregate an amount greater than Fifty Thousand Dollars ($50,000); (i) any transaction with any Affiliate outside of the Ordinary Course of Business; (i) other than in the Ordinary Course of Business, materially amended, extended or terminated any Material Contract; (j) changed any declarationmethods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy, setting aside except in each case as required by applicable Law or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other applicable equity or beneficial interest), or any Option with respect to, SubsidiaryGAAP; (k) filed any authorizationTax Returns, issuancefailed to pay any Taxes when due, sale or other disposition by Subsidiary of made any shares of capital stock material Tax election (or other applicable equity or beneficial interest) ofexcept to the extent consistent with past practice), settled any Tax audit, or option with respect to, Subsidiary, or surrendered any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other applicable equity or beneficial interest) of, or option with respect to, Subsidiarymaterial Tax refund; (l) directly or indirectly engaged in any transaction, arrangement or Contract with any Related Party (A) reorganization, liquidation other than employment or dissolution consulting agreements entered into with individuals in the Ordinary Course of Seller or Subsidiary or (B) business combination involving Seller or Subsidiary and any other Person;Business); or (m) entered into any amendment to the organizational documents of Subsidiary agreement or the taking of any action with respect to any such amendment; (n) except as set forth on Schedule 6.10(n), any violation, breach or default under, or the taking or failure to take any action that (with or without notice or lapse of time or both) would constitute otherwise made a violation or breach of, or default under, any term or provision of any Permit held or used by Subsidiary or Seller and relating to the Business or the Purchased Assets; or (o) any entering into of an agreement commitment to do or engage any the actions enumerated in any of the foregoingthis Section 5.7(iii).