Common use of Absence of Certain Events Clause in Contracts

Absence of Certain Events. Since the Most Recent Balance Sheet Date, the business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: (i) issued any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21.

Absence of Certain Events. Since Except as set forth in the Most Recent Balance Sheet DateCompany Disclosure Letter, since September 30, 1997, the Company and each of its Subsidiaries has operated its respective business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, consistent with past practice and, except as set forth in Schedule 2.21 attached to this Agreementthe Company Disclosure Letter, or in any other Schedule attached to this Agreement, Merging Entity there has not, since the Most Recent Balance Sheet Date: not occurred (i) issued as of the date hereof any stocksevent, bonds occurrence or other corporate securities condition which, individually or granted any optionsin the aggregate, warrants has, or other rights calling for is reasonably likely to have, a Material Adverse Effect on the issue thereofCompany; (ii) incurredany entry into any commitment or transaction that, individually or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of businessaggregate, (B) obligations under contracts entered into in has or is reasonably likely to have, a Material Adverse Effect on the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20Company; (iii) discharged any material change by the Company or satisfied any lien of its Subsidiaries in its accounting methods, principles or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of businesspractices; (iv) declared any amendments or made any payment changes in the Certificate of dividends Incorporation, By-laws or distribution other organizational documents of any assets of any kind whatsoever to stockholders the Company or purchased or redeemed any of its capital stockSubsidiaries; (v) mortgaged, pledged any revaluation by the Company or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment Subsidiaries of any of its respective assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights including, without limitation, write-offs of value; (viii) entered into any transaction accounts receivable, other than in the ordinary course of business consistent with past practices; (vi) any damage, destruction or loss which resulted in or is reasonably likely to result in a Material Adverse Effect on the Company; (vii) except as herein statedwith respect to ordinary dividends paid with respect to the Exchangeable Preferred, any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company or any of its Subsidiaries, or any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its Subsidiaries; (viii) any grant of any severance or termination pay to any director or executive officer of the Company or any of its Subsidiaries; (ix) amended any entry into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director or executive officer of the Company or any of its articles of incorporation or bylawsSubsidiaries; (x) increased any increase in benefits payable under any existing severance or termination pay policies or employment agreements with any director or executive officer of the rate of compensation payable Company or to become payable by it to any of its employees Subsidiaries; or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made any increase in compensation, bonus or permitted any amendment other benefits payable to directors or termination executive officers of any material contract, agreement the Company or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21its Subsidiaries.

Absence of Certain Events. Since No Material -------------------------------------- Adverse Change. Except as disclosed in the Most Recent Commission Documents -------------- filed prior to the date hereof, since the Balance Sheet Date, the Company and its Subsidiaries have conducted their business of Merging Entity has been conducted only operations in the ordinary course and there has not occurred any event or condition having or, that the Stockholder believes is likely to have, a Material Adverse Effect on the Company and its Subsidiaries considered as a whole. Without limiting the generality of the foregoing, other than as is disclosed in substantially the same manner as theretofore conducted, and, except as set forth in Commission Documents filed prior to the date hereof or on Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has not3.12 hereto, since the Most Recent Balance Sheet Date: Date there has not occurred: (ia) issued any stockschange or agreement to change the character or nature of the business of the Company or any of its Subsidiaries; (b) any purchase, bonds sale, transfer, assignment, conveyance or other corporate securities pledge of the assets or granted properties of the Company or any optionsof its Subsidiaries (including by merger or otherwise), warrants or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business; (c) any waiver or modification by the Company or any of its Subsidiaries of any right or rights of substantial value, or any payment, direct or indirect, in satisfaction of any liability, in each case, having a Material Adverse Effect on the Company and its Subsidiaries considered as a whole; (Bd) obligations under contracts any liability, contract, agreement, license or other commitment entered into or assumed by or on behalf of the Company or any of its Subsidiaries relating to a merger or acquisition or to the business, assets or properties of the Company or any of its Subsidiaries (whether oral or written), except in the ordinary course of business; (e) any loan, advance or capital expenditure by the Company or any of its Subsidiaries, except for loans, advances and capital expenditures made in the ordinary course of business; (f) any change in the accounting principles, methods, practices or procedures followed by the Company in connection with the business of the Company or any change in the depreciation or amortization policies or rates theretofore adopted by the Company in connection with the business of the Company and its Subsidiaries; (g) any declaration or payment of any dividends, or other distributions in respect of the outstanding shares of capital stock of the Company or any of its Subsidiaries (other than dividends and distributions declared or paid by its wholly-owned Subsidiaries or by Joint Ventures); (h) other than in connection with the exercise of employee stock options outstanding on the date hereof, any issuance of any shares of capital stock of the Company or any of its Subsidiaries or any other change in the authorized capitalization of the Company or any of its Subsidiaries; (i) other than options granted to employees in the ordinary course of business and prior to the date hereof, any grant or award of any options, warrants, conversion rights or other rights to acquire any shares of capital stock of the Company or any of its Subsidiaries; or (Cj) obligations under contracts not entered into any increase in the ordinary course compensation or benefits of business which are listed any director, officer or other key employee of the Company or any of its Subsidiaries not required by an agreement or plan as in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown effect on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21such person.

Absence of Certain Events. Since the Most Recent Balance Sheet Financial Statements Date, the business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: (i) issued any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business consistent with past practice, there has not been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for the Business, except as herein stated; required by GAAP; (ixc) amended material change in inventory control procedures, prepayment of expenses, payment of trade accounts payable (except that the Seller and its articles Affiliates have delayed payments of incorporation certain accounts payable in order to conserve cash), accrual of other expenses, and acceptance of customer deposits, 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, in each case, with respect to the Business; (d) relocation, transfer, assignment, sale or bylaws; (x) increased the rate other disposition of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at Transferred Assets, except for the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination sale of any material contract, agreement or license to which it is a party other than Transferred Inventory in the ordinary course of business; ; (e) transfer, assignment or grant of any license or sublicense of any rights under or with respect to any Intellectual Property Rights or Technology; (f) material damage, destruction or loss, or any material interruption in use, of any Transferred Asset, whether or not covered by insurance; (g) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $500,000, individually (in the case of a lease, per annum) or $1,000,000 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 Transferred Inventory in the ordinary course of business consistent with past practice; (h) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any employees, officers, directors, independent contractors or consultants of the Business, other than as required in any existing written agreements or required by applicable Legal Requirements, (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $50,000, or (xiiiii) made capital expenditures action to accelerate the vesting or entered payment of any compensation or benefit for any employee, officer, director, consultant or independent contractor of the Business; (i) adoption, modification or termination of any: (i) severance or retention agreement with any current or former employee, officer, director, independent contractor or consultant of the Business, (ii) Seller Benefit Plan, or (iii) collective bargaining or other agreement with a labor union or works council, in each case whether written or oral; or (j) entry into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, commitment or the Schedules referred Contract to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, the business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except Except as set forth in Schedule 2.21 the Dart ------------------------- Group SEC Reports filed prior to the date of this Agreement or as otherwise specifically disclosed in Exhibit 6.6 attached to hereto, since January 31, 1997, ----------- none of the Dart Companies has suffered any change in its business, financial condition or results of operations that has had or will have a Material Adverse Effect upon the Dart Companies. Except as disclosed in the Dart Group SEC Reports or in Exhibit 6.6 hereto, or as otherwise specifically contemplated by ----------- this Agreement, or in any other Schedule attached to this Agreementthere has not been since January 31, Merging Entity has not, since the Most Recent Balance Sheet Date: 1997: (i) issued any stocksentry into any binding agreement or understanding or any amendment of any binding agreement or understanding between any of the Dart Companies on the one hand, bonds and any of their respective directors, officers or employees on the other corporate securities hand, providing for employment of any such director, officer or granted employee or any options, warrants general or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred increase in the ordinary course compensation, severance or termination benefits payable or to become payable by any of businessthe Dart Companies to any of their respective directors, officers or employees (B) obligations under contracts entered into except for normal increases in the ordinary course of business that are consistent with past practices and (C) obligations under contracts not entered into that, in the ordinary course aggregate, do not result in a material increase in benefits or compensation expense), or any adoption of business which are listed or increase in Schedule 2.20any bonus, insurance, pension or other employee benefit plan, payment or arrangement (including, without limitation, the granting of stock options or stock appreciation rights or the award of restricted stock) made to, for or with any such director, officer or employee; (ii) any labor dispute that has had or is expected to have a Material Adverse Effect upon the Dart Companies; (iii) discharged any entry by any of the Dart Companies into any material commitment, agreement, license or satisfied transaction (including, without limitation, any borrowing, capital expenditure, sale of assets or any mortgage, pledge, lien or encumbrance encumbrances made on any of the properties or paid assets of any obligation or liability (whether absolute or contingentof the Dart Companies) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary and usual course of business; (iv) declared any material change in the accounting policies or made any payment of dividends or distribution practices of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stockthe Dart Companies; (v) mortgagedany damage, pledged destruction or subjected to lienloss, charge whether covered by insurance or any other encumbrancenot, any of its assets and properties, real, tangible which has had or intangiblewill have a Material Adverse Effect upon the Dart Companies; or (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. From the Financial Information Date through the date hereof, there has not been any Material Adverse Effect. Since the Most Recent Balance Sheet Financial Information Date, the business of Merging Entity Outlet Business, taken has a whole, has been conducted only operated in all material respects in the ordinary course Ordinary Course of Business of each Seller. From the Financial Information Date to the date of this Agreement, no Seller has done any of the following: (a) except in its Ordinary Course of Business, (1) except for cash distributions to any Seller, made any sale, lease to any other Person, license to any other Person or other disposition of any asset that relates to the Outlet Business or any Acquired Asset, (2) failed to use its commercially reasonable efforts to preserve and maintain the Leased Real Property in substantially the same manner condition as theretofore conductedexisted on the Financial Information Date, andordinary wear and tear excepted, except as set forth (3) made any capital expenditure or purchase or otherwise acquired any material asset that relates to the Outlet Business or any Acquired Asset (other than purchases of inventory in Schedule 2.21 attached to this Agreement, its Ordinary Course of Business and capital expenditures that did not exceed $10,000 (individually or in the aggregate)), licensed any intangible asset that relates to the Outlet Business or any Acquired Asset from any other Schedule attached to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: Person (i) issued other than any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred license for Intellectual Property embedded in the ordinary course of businessany equipment or fixture, (B) obligations non-exclusive implied license of Intellectual Property or (c) non-exclusive license for the use of any commercially available off-the-shelf software), leased any real property from any other Person that relates to the Outlet Business or any Acquired Asset or leased any tangible personal property from any other Person that relates to the Outlet Business or any Acquired Asset (other than leases of tangible personal property in its Ordinary Course of Business under contracts entered into which the payments do not exceed $10,000 (individually or in the ordinary course of business and aggregate)) or (C4) obligations disclosed any material confidential, proprietary or non-public information that relates to the Outlet Business or any Acquired Asset (other than as is reasonably protected under contracts a customary non-disclosure Contract); (b) granted any Encumbrance on any asset that relates to the Outlet Business or any Acquired Asset, other than (1) pursuant to a Major Contract (or a Contract not entered into required to be disclosed in the ordinary course of business which are listed in Disclosure Schedule 2.20; to avoid a breach under Section 3.10) or (iii2) discharged or satisfied any lien or encumbrance or paid Permitted Encumbrance; (c) became a guarantor with respect to any obligation or liability (whether absolute or contingent) of any other Person, other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared any other Seller, or made assumed any payment of dividends or distribution obligation of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgagedsuch Person for borrowed money, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case other than guarantees or obligations that will not become Assumed Liabilities; (d) incurred any indebtedness for borrowed money that will become an Assumed Liability and cannot be prepaid at any time without penalty; (e) except in the ordinary course its Ordinary Course of businessBusiness, amended or entered into terminated in any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party respect that is adverse to the transfer Outlet Business, taken as a whole, any Major Contract; (1) adopted or changed any material accounting method or principle used by such Seller, except as required under GAAP, the Code or any rule or regulation of the SEC or (2) changed any annual accounting period; (g) failed to use its commercially reasonable efforts to preserve, and assignment of prevent any of material degradation in, such Seller’s relationship with its assets, properties or rights; material suppliers and others having material business relations with such Seller relating to the Outlet Business; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viiih) entered into any transaction employment agreement with any individual who is an Eligible Employee (other than oral arrangements for employment at will), or, except in the ordinary course its Ordinary Course of business except as herein stated; (ix) amended its articles of incorporation Business granted any bonus or bylaws; (x) otherwise increased the rate of compensation or benefits payable or to become payable by it to any individual who is an Eligible Employee; (i) (1) paid, discharged, settled or satisfied any material claim that would have become an Acquired Asset, except (A) in its Ordinary Course of its employees Business or agents over (B) the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made payment, discharge, settlement or permitted any amendment to or termination satisfaction of any material contract, agreement claim to the extent reflected or license to which it is a party other than in reserved for on the ordinary course of business; Financial Information or (xii2) made capital expenditures otherwise waived, released, assigned or entered transferred any right of material value that will be or would have become an Acquired Asset; or (j) agreed, by entering into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreementa Contract or legally binding commitment, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, the business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: (i) issued any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business consistent with past practice, there has not been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for the Business, except as herein stated; required by GAAP or the Accounting Principles; (ixc) amended its articles material change in inventory control procedures, prepayment of incorporation expenses, payment of trade accounts payable, accrual of other expenses, and acceptance of customer deposits, 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, in each case, with respect to the Business, but including, in each case, the accounts receivable of the Company; (d) relocation, transfer, assignment, sale or bylaws; (x) increased the rate other disposition of compensation payable or to become payable by it to any of its employees the Transferred Assets or agents over Company Assets, except for the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination sale of any material contract, agreement or license to which it is a party other than Transferred Inventory and Company Inventory in the ordinary course of business; ; (e) transfer, assignment or grant of any license or sublicense of any rights under or with respect to any Intellectual Property Rights or Technology; (f) material damage, destruction or loss, or any material interruption in use, of any Transferred Asset or Company Asset, whether or not covered by insurance; (g) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $500,000, individually (in the case of a lease, per annum) or $1,000,000 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 Transferred Inventory or Company Inventory in the ordinary course of business consistent with past practice; (h) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any employees, officers, directors, independent contractors or consultants of the Business, other than as required in any existing written agreements or required by applicable Legal Requirements, (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $50,000, or (xiiiii) made capital expenditures action to accelerate the vesting or entered into payment of any commitments therefor aggregating more than $5,000.00. Except compensation or benefit for any employee, officer, director, consultant or independent contractor of the Business; (i) adoption, modification or termination of any: (i) severance or retention agreement with any current or former employee, officer, director, independent contractor or consultant of the Business, except as contemplated by this Agreementset forth in Section 5.4(i) below, (ii) Seller Benefit Plan, or (iii) collective bargaining or other agreement with a labor union or works council, in each case whether written or oral; (j) any declaration of dividends or dividend payment (either hidden or expressly), or any distribution of capital income by the Schedules referred Company to the Seller or any of its Affiliates or any third party except as disclosed in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, ; or (k) entry into any commitment or Contract to do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. Since the Most Recent Balance Sheet DateExcept as contemplated by this Agreement and set forth on or incorporated by reference in Schedule 3.24 hereof, since June 30, 1999, the Company and the Subsidiaries have conducted their business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conductedusual course, and, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity and there has not, since the Most Recent Balance Sheet Datenot been: (i) issued any stocksdeclaration, bonds setting aside or payment of any dividend or other corporate securities distribution (whether in cash, stock or granted any options, warrants property) with respect to the capital stock or other rights calling for securities of, or other ownership interests in, the issue thereof; Company, (ii) incurredany amendment of any term of any outstanding security of the Company or any of the Subsidiaries, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged any repurchase, redemption or satisfied other acquisition by the Company or any lien of the Subsidiaries of any outstanding shares of capital stock or encumbrance other securities of, or paid other ownership interests in, the Company or any obligation of the Subsidiaries, (iv) any incurrence, assumption or liability guarantee by the Company or any of the Subsidiaries of any indebtedness for borrowed money (whether absolute or contingent) other than current liabilities shown deposit liabilities, the purchase of federal funds, sales of certificates of deposit, advances from the Federal Reserve Bank or the Federal Home Loan Bank, or fully secured repurchase agreements); (v) any creation or assumption by the Company or any of the Subsidiaries of any Lien on any of their assets other than any Lien that is not reasonably likely to have a Material Adverse Effect on the Most Recent Balance Sheet Company or its Subsidiaries, taken as a whole; (vi) any making of any material loan, advance or capital contributions to or any material investment in any Person except for loans and current liabilities incurred since the Most Recent Balance Sheet Date investments made in the ordinary course of business; (ivvii) declared any material change in any method of accounting or made accounting practice; (viii) any payment of dividends or distribution (a) grant of any assets severance or termination pay to any director, officer, or employee of the Company or any of the Subsidiaries, (b) entering into of any kind whatsoever employment, deferred compensation or other similar agreement (or any amendment to stockholders any such existing agreement) with any director, officer or purchased employee of the Company or redeemed any of its capital stock; the Subsidiaries, (vc) mortgagedincrease in benefits payable under any existing severance or termination pay policies or employment agreements with any director, pledged officer or subjected to lien, charge employee of the Company or any of the Subsidiaries or (d) increase in compensation, bonus or other encumbrancebenefits payable to any director, officer or employee of the Company or any of its assets the Subsidiaries other than normal annual and propertiesmerit raises consistent with past practices; or (ix) any other transaction, realcommitment, tangible dispute or intangible; other event or condition (vifinancial or otherwise) sold of any character, whether or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case not in the ordinary course of business, individually or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased aggregate, which is reasonably likely to have a Material Adverse Effect on the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof Company and the Closing DateSubsidiaries, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21taken as a whole.

Absence of Certain Events. (a) Since December 31, 2018, no event, fact, circumstance or condition has occurred that has had a Material Adverse Effect on the Company. (b) From December 31, 2018, through the date hereof, (y) the business of the Company has been operated in the ordinary course consistent with past practice and (z) through the date hereof, the Company has not: (i) created, incurred, assumed or permitted to exist any additional Indebtedness or guaranteed any Indebtedness of another Person; (ii) granted any Lien other than a Permitted Lien; (iii) acquired or agreed to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, any business or other Person; (iv) incurred or committed to incur any capital expenditures or authorization or commitment with respect thereto that in the aggregate exceeds $100,000; (v) changed any Tax election, changed an annual Tax accounting period, adopted or changed any Tax accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment relating to the Company, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment relating to the Companies, or taken any other similar action; (vi) paid, discharged, settled or satisfied any claims, liabilities or obligations in excess of $10,000 in the aggregate, other than the payment, discharge or satisfaction in the ordinary course of business or as required by their terms as in effect on the date hereof of claims, liabilities or obligations reflected or reserved against in the Most Recent Balance Sheet Date, the business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: (i) issued any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of businessbusiness consistent with past practices; (vii) initiated any material action, suit, claim or proceeding against any customer or vendor before any arbitrator or Governmental Authority; (Bviii) obligations under contracts entered into made any change in the financial or Tax accounting methods or accounting practices followed by the Company, except changes required by Law or as a result of the Audit; (ix) made any loans or advances (except in the ordinary course of business and (Cconsistent with past practice) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged to, capital contributions to, or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgagedinvestments in, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible Person; (x) materially amended or intangible; (vi) sold or transferred any of its assets, properties or rightsextended, or cancelled assigned any debts material rights or claimsclaims under, except in each case in the ordinary course of business, (i) any Material Contract or entered into (ii) any agreement or arrangement granting with any preferential rights to purchase Affiliate of the Company; (xi) (i) wrote-off as uncollectible any notes or accounts receivable except write-offs in the ordinary course, (ii) wrote-off, wrote-up or wrote-down any other material asset of the Company or (iii) altered the customary time periods for collection of accounts receivable or payments of accounts payable; (xii) entered into any new line of business outside of its assets, properties or rights or which required the consent existing lines of any party to the transfer and assignment of any of its assets, properties or rights; business; (viixiii) suffered any extraordinary losses material damage, destruction or other casualty loss (whether or not covered by insurance) affecting the Company or waived any extraordinary rights of valueits assets; or (viiixiv) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or agreed to become payable by it to do any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; foregoing (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except except as contemplated by this Agreement). (c) Except as set forth on Schedule 3.5(c), from December 31, 2018, through the date hereof, the Company has not: (i) issued, sold or granted any shares of capital stock of any class or series, or any other equity interest, including securities or rights convertible into, exchangeable for, or evidencing the Schedules referred right to subscribe for any shares of capital stock or other equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of capital stock or other equity interests or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock or other equity interests in this Agreementrespect of, between in lieu of, or in substitution for, shares or other equity interests outstanding on the date hereof and hereof; (ii) (i) split, combined, subdivided or reclassified any shares of its capital stock or (ii) declared, set aside for payment or paid any dividend, or made any other distribution, in respect of any of its capital stock, or redeemed or repurchased any of its capital stock or any outstanding options, warrants or rights of any kind to acquire any shares of, or any outstanding securities that are convertible into or exchangeable for any shares of, its capital stock; (iii) adopted any amendments or modification to its certificate of incorporation or bylaws or effected any recapitalization or similar transaction; (iv) sold, leased, licensed, abandoned or otherwise encumbered or subjected to any Lien or otherwise disposed of any of its material properties, assets or rights or any interest therein; (v) waived, canceled, sold, leased, licensed or otherwise disposed of, for less than the Closing Dateface amount thereof, Merging Entity will not, without the prior written consent of Parent, any claim or right it has against others; or (vi) agreed to do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, the business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except Except as set forth in Schedule 2.21 attached to Parent’s SEC Documents, and contemplated by this AgreementAgreement and the Related Agreements, since September 30, 2007 there has not been, (a) any Parent Material Adverse Effect (b) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Parent’s capital stock, or any purchase, redemption or other acquisition by Parent of any of Parent’s capital stock or any other Schedule attached to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: (i) issued any stocks, bonds securities of Parent or other corporate securities or granted any options, warrants warrants, calls or rights to acquire any such shares or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of businesssecurities, (Bc) obligations under contracts entered into any split, combination or reclassification of any of Parent’s capital stock, (d) any granting by Parent of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business and (C) obligations under contracts not entered into consistent with past practice, or any payment by Parent of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by Parent of any increase in severance or termination pay or any entry by Parent into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are listed in Schedule 2.20; contingent or the terms of which are materially altered upon the occurrence of a transaction involving Parent of the nature contemplated hereby, (iiie) discharged entry by Parent into any licensing or satisfied other agreement with regard to the acquisition or disposition of any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) Intellectual Property other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date licenses in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge business consistent with past practice or any other encumbranceamendment or consent with respect to any licensing agreement filed or required to be filed by Parent with respect to any Governmental Entity, (f) any material change by Parent in its accounting methods, principles or practices, except as required by GAAP or applicable Law, (g) any change in the auditors of Parent, (h) except for securities which may be issued in connection with the incurrence of Permitted Parent Indebtedness, any issuance of its assets and properties, real, tangible or intangible; (vi) sold or transferred any capital stock of its assets, properties or rightsParent, or cancelled (i) any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment revaluation by Parent of any of its assets, properties including, without limitation, writing down the value of capitalized inventory or rights; (vii) suffered writing off notes or accounts receivable or any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights sale of value; (viii) entered into any transaction other than in the ordinary course assets of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party Parent other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21.

Absence of Certain Events. Since the Most Recent Balance Sheet DateDecember 31, 2006, the Company and each of its Subsid- iaries has operated its respective business of Merging Entity has been conducted only in all material respects in the ordinary course consistent with past practice (except with respect to the Company’s exploration of strategic options, including discussions with third parties regarding transactions involving the Company, its Subsidiaries or their equity securities, providing information to such third parties and in substantially the same manner as theretofore conductedrelated matters) and since December 31, and2006, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity there has not, since the Most Recent Balance Sheet Date: not occurred (i) issued any stocksevent, bonds occurrence, change, state of circumstances or other corporate securities condition which, individually or granted any optionsin the aggregate, warrants has had or other rights calling for the issue thereofwould reasonably be expected to have a Material Adverse Effect; (ii) incurredany entry into any commitment or transaction that, individually or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of businessaggregate, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20has had or would reasonably be expected to have a Material Adverse Effect; (iii) discharged any material change by the Company or satisfied any lien of its Subsidiaries in its accounting methods, principles or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of businesspractices; (iv) declared any amendments or made any payment changes in the Certificate of dividends Incorporation, By-Laws or distribution other organizational documents of any assets of any kind whatsoever to stockholders the Company or purchased or redeemed any of its capital stockSubsidiaries; (v) mortgagedexcept for issuances of Preferred Stock Purchase Rights in connection with issuances of Common Stock, pledged any declaration, setting aside or subjected payment of any dividend or other distribution (whether in cash, assets, stock, property or other securities) with respect to lien, charge any shares of capital stock of or other equity interest in the Company or any of its Subsidiaries (other than dividends or distributions by a Subsidiary to the Company or any other encumbranceSubsidiary), or any direct or indirect repurchase, redemption or other acquisition by the Company or any of its assets Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its Subsidiaries (except for the withholding of shares of Common Stock in connection with Taxes payable in respect of the exercise of Options and properties, real, tangible the conversion of Restricted Stock Units); or intangible; (vi) sold or transferred any of its assetsaction that would be prohibited by Section 5.1(d), properties or rights(e), or cancelled any debts or claims(g), except in each case in the ordinary course of business(k), or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurancel) or waived any extraordinary rights of value; (viiiq) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between if taken after the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21hereof.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, the business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except Except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has not2.2(b), since December 31, 2007, Sellers and the Most Recent Balance Sheet Date: Subsidiaries have conducted the Business in the ordinary and usual course consistent with past practice and there has not been any: (i) issued any stocksevent, bonds development or state of circumstance or fact that, individually or taken together with all other corporate securities or granted any optionsfacts, warrants or other rights calling for the issue thereof; events and circumstances, could reasonably be expected to have a Material Adverse Effect; (ii) incurreddamage, destruction or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party casualty loss with respect to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses Properties (whether or not covered by insurance) which materially affected the Business or waived financial condition or results of the Subsidiaries; (iii) change in the articles of incorporation, by-laws or other governing documents of any extraordinary of the Subsidiaries or any declaration or payment of distributions with respect to the capital stock or quotas of any of the Subsidiaries or redemption or repurchase of any such shares or quotas or any options, warrants, calls or rights to acquire any such shares or quotas; (iv) change in Sellers’ accounting policies or practices applicable to any of value; the Subsidiaries; (v) individual capital expenditure by the Subsidiaries in excess of $75,000; (vi) acquisition by any of the Subsidiaries of, or agreement by any Subsidiary to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any Person or any business organization or division thereof, for an amount in excess of $75,000, or any solicitation of, participation in, or negotiations with respect to any of the foregoing; (vii) entry into, amendment or termination by the Subsidiaries of any contract, agreement in principle, letter of intent, memorandum of understanding or similar agreement with a Person with respect to a joint venture, strategic partnership or alliance; (viii) entered creation or incurrence of any lien, other than Permitted Encumbrances, on any of the assets of the Subsidiaries; (ix) entry into, amendment or termination by Sellers or any Subsidiaries of any contract material to any individual Subsidiary or to the Business taken as a whole; (x) payment or increase by any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee, except in the ordinary course of business consistent with past practice, or entry into or amendment of any transaction employment, severance or similar agreement or arrangement with any director, officer or employee; (xi) sale (other than sales of inventory and obsolete equipment or machinery in the ordinary course of business consistent with past practice), lease, or other disposition of any asset or Property of the Subsidiaries for which the aggregate proceeds thereof or payments therefor or net book value thereof exceed $75,000; (xii) material change in the level of product returns or anticipated returns as a result of changes in policies relating to accounts receivable or reserves, bad debts or rights to accounts receivable experienced by the Subsidiaries; (xiii) material change in the pricing of products or services sold or provided by the Subsidiaries other than in the ordinary course of business except as herein stated; consistent with past practice; (ixxiv) amended its articles material change in the level or market value of incorporation the inventory of the Subsidiaries, other than changes resulting from exchange rate fluctuations and changes in the ordinary course of business consistent with past practice; (xv) incurrence of Debt in excess of $75,000 or bylaws; (x) increased the rate forgiveness of compensation payable any debt, loan or obligation pursuant to become payable by it which any amount in excess of $75,000 is owed to any Subsidiary; (xvi) advance (other than to employees of its employees the Subsidiaries relating to travel expenses), loan or agents over capital contribution by the rate being paid to them at Subsidiaries to, or investment in, any Person in the Most Recent Balance Sheet Date; aggregate in excess of $75,000; (xixvii) made change or permitted any amendment to or termination revocation of any material contract, tax election or any agreement or license settlement with any taxing authority or a failure to which it pay any material tax or any other liability or charge when due, in each case by Sellers with respect to any Subsidiary, other than charges contested in good faith by appropriate proceedings; (xviii) material revaluation or any determination by Sellers or any Subsidiary that such a revaluation is a party required under GAAP of any of the assets of the Subsidiaries, including, without limitation, writing down the value of long-term or short-term investments, inventory, fixed assets, goodwill, intangible assets or deferred tax assets or writing off notes or accounts receivable other than in the ordinary course of business; business consistent with past practice; (xix) commencement or (xii) made capital expenditures settlement of any material suit, action, proceeding or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, other claim or the Schedules referred threat of any material suit, action, proceeding or other claim by any Subsidiary; (xx) material transactions or arrangements entered into, including material modifications to in this Agreementexisting transactions and arrangements, between the date hereof a Subsidiary and the Closing Datea Seller Related Party or an officer, Merging Entity will notdirector or employee of a Subsidiary (other than those directly related to services as an officer, without the prior written consent of Parent, director or employee); and (xxi) commitment or agreement to do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. Since December 31, 2018, (A) there has not been any Material Adverse Effect on the Most Recent Balance Sheet Date, Business and (B) the business of Merging Entity Seller has been conducted only operated in its Ordinary Course of Business. Without limiting the ordinary course and in substantially generality of the same manner as theretofore conducted, andforegoing, except as set forth listed in Schedule 2.21 attached 3.15, since December 31, 2018, the Seller did not do any of the following: (a) pledged or otherwise encumbered any equity interest or other security of the Seller; (1) except for sales of inventory in its Ordinary Course of Business, made any sale, lease to this Agreementany other Person, license to any other Person or other disposition of any material asset, (2) made any capital expenditure or purchased or otherwise acquired any material asset (other than purchases of inventory in its Ordinary Course of Business and capital expenditures that do not exceed $5,000.00 (individually or in the aggregate), licensed any intangible asset from any other Person, except non-exclusive licenses in its Ordinary Course of Business of commercially available off-the-shelf software, leased any real property from any other Person or leased any tangible personal property from any other Person, except leases of tangible personal property in its Ordinary Course of Business under which the payments do not exceed $2,000.00 (individually or in the aggregate)), (3) disclosed any confidential, proprietary or non-public information, except as is and was reasonably protected under a customary non-disclosure Contract or (4) adopted a plan of liquidation, dissolution, merger, consolidation, statutory share exchange, restructuring, recapitalization or reorganization; (c) granted or had come into existence any Encumbrance on any material asset, other than (1) pursuant to a Major Contract listed in Exhibit 1.1(a)(4) or (2) any Permitted Encumbrance; (1) became a guarantor with respect to any obligation of any other Person, (2) assumed or otherwise became obligated for any obligation of any other Person for borrowed money or (3) agreed to maintain the financial condition of any other Person; (1) incurred any indebtedness for borrowed money that will not be satisfied at Closing pursuant to a Payoff Letter, (2) made any loan, advance or capital contribution to, or investment in, any other Person or (3) made or pledged to make any charitable or other capital contribution; (1) except in its Ordinary Course of Business, entered into any material Contract, or amended or terminated in any respect that is or was material and adverse to the Seller any material Contract to which the Seller is or was a party and that reasonably relates to the Business, or (2) waived, released or assigned any material right or claim under any such material Contract; (g) failed to prepare and timely file all Tax Returns with respect to the Seller required to be filed during such period or timely withhold and remit any employment Taxes with respect to the Seller; (1) adopted or changed any material accounting method or principle used by the Seller, except as required under GAAP or the Code or (2) changed any annual accounting period; (i) failed to (1) keep intact the then-existing business organization related to the Business, (2) keep available to the Seller the then-existing officer and management-level employees of the Business or (3) preserve, and prevent any degradation in, the Seller’s relationship with any of its suppliers, customers or others having material business relations with the Seller; (1) adopted, entered into, amended or terminated any bonus, profit-sharing, compensation, severance, termination, pension, retirement, deferred compensation, trust, fund or other arrangement or other Employee Plan for the benefit or welfare of any individual involved in the Business, (2) entered into or amended any employment arrangement or relationship with any new or existing employee of the Business that had or will have the legal effect of any relationship other than at-will employment, (3) increased any compensation or fringe benefit of any director, officer or management-level employee of the Business or paid any benefit to any director, officer or management-level employee of the Business, other than pursuant to a then-existing Employee Plan and in amounts consistent with past practice, (4) granted any award to any director, officer or management-level employee of the Business under any bonus, incentive, performance or other Employee Plan (including the removal of any existing restriction in any Employee Plan or award made thereunder), (5) entered into or amended any collective bargaining agreement or (6) except as required by Applicable Law or Contract that existed during such period, took any action to segregate any asset for, or in any other Schedule attached way secure, the payment of any compensation or benefit to this Agreement, Merging Entity has not, since any employee of the Most Recent Balance Sheet Date: Business; (ik) issued any stocks, bonds amended or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurredchanged, or become subject authorized any amendment or change to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; Organizational Documents; (vil) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course its Ordinary Course of businessBusiness, (1) paid, discharged, settled or entered into satisfied any agreement claim, obligation or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses other Liability (whether absolute, accrued, contingent or not covered by insuranceotherwise) or waived (2) otherwise waived, released, granted, assigned, transferred, licensed or permitted to lapse any extraordinary rights right of material value; or (viiim) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this AgreementContract, or the Schedules referred agreed or committed (binding or otherwise), to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. Since the Most Recent Balance Sheet DateExcept as contemplated by this Agreement and set forth in Schedule 3.24, since March 31, 1999, the Company and the Subsidiaries have conducted their business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conductedusual course, and, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity and there has not, since the Most Recent Balance Sheet Datenot been: (i) issued any stocksdeclaration, bonds setting aside or payment of any dividend or other corporate securities distribution (whether in cash, stock or granted any options, warrants property) with respect to the capital stock or other rights calling for securities of, or other ownership interests in, the issue thereof; Company, (ii) incurredany amendment of any term of any outstanding security of the Company or any of the Subsidiaries, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged any repurchase, redemption or satisfied other acquisition by the Company or any lien of the Subsidiaries of any outstanding shares of capital stock or encumbrance other securities of, or paid other ownership interests in, the Company or any obligation of the Subsidiaries, (iv) any incurrence, assumption or liability guarantee by the Company or any of the Subsidiaries of any indebtedness for borrowed money (whether absolute or contingent) other than current liabilities shown customer deposits in the Bank, FHLB advances, federal funds purchases, and Federal Reserve borrowings); (v) any creation or assumption by the Company or any of the Subsidiaries of any Lien on the Most Recent Balance Sheet any of their assets; (vi) any making of any material loan, advance or capital contributions to or any material investment in any Person except for loans and current liabilities incurred since the Most Recent Balance Sheet Date investments made in the ordinary course of business; (ivvii) declared any material change in any method of accounting or made accounting practice; (viii) any payment of dividends or distribution (a) grant of any assets severance or termination pay to any director, officer, or employee of the Company or any of the Subsidiaries, (b) entering into of any kind whatsoever employment, deferred compensation or other similar agreement (or any amendment to stockholders any such existing agreement) with any director, officer or purchased employee of the Company or redeemed any of its capital stock; the Subsidiaries, (vc) mortgagedincrease in benefits payable under any existing severance or termination pay policies or employment agreements with any director, pledged officer or subjected to lien, charge employee of the Company or any of the Subsidiaries or (d) increase in compensation, bonus or other encumbrancebenefits payable to any director, officer or employee of the Company or any of its assets and propertiesthe Subsidiaries; or (ix) any other transaction, realcommitment, tangible dispute or intangible; other event or condition (vifinancial or otherwise) sold of any character, whether or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case not in the ordinary course of business, individually or entered into any agreement or arrangement granting any preferential rights in the aggregate, which is reasonably likely to purchase any of its assetshave a material adverse effect on the business, operations, properties or rights or which required financial condition of the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof Company and the Closing DateSubsidiaries, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21taken as a whole.

Absence of Certain Events. (a) Since the Most Recent Interim Balance Sheet Date, there has not been any Event that has had a Target Company Material Adverse Effect. (b) Except as otherwise expressly contemplated herein, since the business Interim Balance Sheet Date to the Signing Date, no Acquired Company has done any of Merging Entity has been conducted only the following: (1) (A) issued or otherwise allowed to become outstanding or acquired or pledged or otherwise encumbered any equity interest or other security of an Acquired Company or right (including any option, warrant, put, call, subscription, equity appreciation or commitment) to any such equity interest or other security (other than as may arise by the terms of this Agreement), (B) split, combined, recapitalized or reclassified any of its equity interests or issued or authorized the issuance of any other security in respect of, in lieu of or in substitution for any of its equity interests or other securities or made any other change to its capital structure, (C) purchased, redeemed or otherwise acquired any equity interest or any other security of such Acquired Company or of any other Acquired Company or any right, warrant or option to acquire any such equity interest or other security or (D) other than dividends payable solely in cash, declared, set aside, paid or made any dividend or other distribution payable in equity or property; (A) except for sales of inventory in its Ordinary Course of Business, made any sale, lease to any other Person, license to any other Person or other disposition of any material asset, whether tangible or intangible, (B) failed to preserve and maintain all of the ordinary course and Real Property in substantially the same manner condition as theretofore conducted, and, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has not, since existed on the Most Recent Interim Balance Sheet Date: , ordinary wear and tear excepted, (iC) issued demolished or erected any stocksstructure on any of the Real Property, bonds (D) made any capital expenditure or purchased or otherwise acquired any material asset (other corporate securities than purchases of inventory in its Ordinary Course of Business and other than capital expenditures that do not exceed $1,000,000 (individually or granted in the aggregate)), entered into a new lease for any optionsreal property from any other Person or entered into a new lease for any tangible personal property from any other Person, warrants or other rights calling for the issue thereof; except leases of tangible personal property in its Ordinary Course of Business, (iiE) incurredacquired by merging with, or become subject toby purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any Person or division thereof, or (F) adopted a plan of liquidation, dissolution, merger, consolidation, statutory share exchange, restructuring, recapitalization or reorganization; (3) granted or had come into existence any material obligation or liability (whether absolute or contingent) except Encumbrance on any asset, other than (A) current liabilities with respect to a Major Contract listed in Schedule 3.8(a) (or a Contract not required to be disclosed in Schedule 3.8(a) to avoid a breach of Section 3.8), (B) any Permitted Encumbrance or (3) in its Ordinary Course of Business; (4) (A) became a guarantor with respect to, assumed or otherwise became obligated for any obligation of any other Person, other than any other Acquired Company or warranties, guarantees or indemnity obligations entered into or provided to customers in its Ordinary Course of Business, or (B) agreed to maintain the financial condition of any other Person, other than any other Acquired Company; (5) incurred any Indebtedness for borrowed money (other than Indebtedness (A) to any other Acquired Company or (B) incurred under the Acquired Companies’ revolving credit facility in the Ordinary Course of Business of the Acquired Companies; and, for the avoidance of doubt, the need to have or put in place, or collateralize, any letter of credit is not itself considered Indebtedness for borrowed money under this clause) that will not be satisfied at or before Closing or made any loan, advance or capital contribution to any other Person (other than any loan, advance or capital contribution to another Acquired Company or loan or advance to an employee of an Acquired Company, in each case in the Ordinary Course of Business of such Acquired Company); (6) failed to prepare and timely file all Tax Returns with respect to such Acquired Company required to be filed during such period or timely withhold and remit any employment Taxes with respect to such Acquired Company (taking into account any proper extension); (7) made or changed any Tax election, filed any amended Tax Return, entered into any closing agreement, settled any material Tax claim or assessment relating to any Acquired Company, surrendered any right to claim a refund of Taxes, incurred any liability for Taxes outside the ordinary course of business, failed to pay any Tax that becomes due and payable (including any estimated Tax payments), prepared or file any Tax Return in a manner inconsistent with past practice, taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, or adopted or changed any Tax accounting method; (8) (A) adopted or changed any material accounting method or principle used by such Acquired Company, except as required under GAAP or the Code or (B) obligations under contracts changed any annual accounting period; (9) except for changes in its Ordinary Course of Business, as required by Applicable Law or as accrued for by the Acquired Companies in the Financial Statements, (A) adopted, entered into, amended or terminated any bonus, profit sharing, compensation, severance, termination, pension, retirement, deferred compensation, trust, fund or other arrangement or other Plan for the benefit or welfare of any individual, or (B) entered into in the ordinary course of business and or amended any collective bargaining agreement; (C10) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged amended or satisfied changed, or authorized any lien amendment or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrancechange to, any of its assets and properties, real, tangible Organizational Documents; or (11) committed or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights agreed to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. Since the Most Recent Balance Sheet DateDecember 31, 2006, the Company and each of its Subsidiaries has operated its respective business of Merging Entity has been conducted only in all material respects in the ordinary course consistent with past practice (except with respect to the Company’s exploration of strategic options, including discussions with third parties regarding transactions involving the Company, its Subsidiaries or their equity securities, providing information to such third parties and in substantially the same manner as theretofore conductedrelated matters) and since December 31, and2006, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity there has not, since the Most Recent Balance Sheet Date: not occurred (i) issued any stocksevent, bonds occurrence, change, state of circumstances or other corporate securities condition which, individually or granted any optionsin the aggregate, warrants has had or other rights calling for the issue thereofwould reasonably be expected to have a Material Adverse Effect; (ii) incurredany entry into any commitment or transaction that, individually or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of businessaggregate, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20has had or would reasonably be expected to have a Material Adverse Effect; (iii) discharged any material change by the Company or satisfied any lien of its Subsidiaries in its accounting methods, principles or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of businesspractices; (iv) declared any amendments or made any payment changes in the Certificate of dividends Incorporation, By-Laws or distribution other organizational documents of any assets of any kind whatsoever to stockholders the Company or purchased or redeemed any of its capital stockSubsidiaries; (v) mortgagedexcept for issuances of Preferred Stock Purchase Rights in connection with issuances of Common Stock, pledged any declaration, setting aside or subjected payment of any dividend or other distribution (whether in cash, assets, stock, property or other securities) with respect to lien, charge any shares of capital stock of or other equity interest in the Company or any of its Subsidiaries (other than dividends or distributions by a Subsidiary to the Company or any other encumbranceSubsidiary), or any direct or indirect repurchase, redemption or other acquisition by the Company or any of its assets Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its Subsidiaries (except for the withholding of shares of Common Stock in connection with Taxes payable in respect of the exercise of Options and properties, real, tangible the conversion of Restricted Stock Units); or intangible; (vi) sold or transferred any of its assetsaction that would be prohibited by Section 5.1(d), properties or rights(e), or cancelled any debts or claims(g), except in each case in the ordinary course of business(k), or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurancel) or waived any extraordinary rights of value; (viiiq) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between if taken after the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21hereof.

Absence of Certain Events. Since the Most Recent Balance Sheet Datedate of the Interim Financial Statements, the business of Merging Entity Dialysis Business has been conducted only in the ordinary course and in substantially a manner consistent with past practices. As amplification and not in limitation of the same manner as theretofore conductedforegoing, andsince the date of the Interim Financial Statements, with respect to the Dialysis Business, there has not been: (a) any decrease in the value of the Acquired Assets other than ordinary depreciation consistent with past practices; (b) any voluntary or involuntary sale, assignment, license or other disposition, of any kind, of any property or right included in the Acquired Assets, except as set forth in Schedule 2.21 attached to specifically contemplated by this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: (i) issued any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling Agreement and except for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred utilization of supplies and drugs in the ordinary course of business; (c) any Lien imposed or created on the Acquired Assets; (d) any Seller Material Adverse Effect; (e) any damage or destruction of any of the assets utilized in the Dialysis Business by fire or other casualty, whether or not covered by insurance; (Bf) obligations under contracts entered into any termination of any provider agreement or other contract pursuant to which Seller receives compensation or reimbursement for patient care services in connection with the Dialysis Business; (g) any sale, transfer, assignment, termination, modification or amendment of any Dialysis Contract, except for terminations, modifications and amendments of Dialysis Contracts made in the ordinary course of business consistent with past practice and which would not have a Seller Material Adverse Effect; (Ch) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; any notice (iiiwritten or oral) discharged to Seller that any Dialysis Contract has been breached or satisfied any lien repudiated or encumbrance will be breached or paid any obligation or liability repudiated; (whether absolute or contingenti) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into otherwise as necessary to comply with any agreement applicable minimum wage Law, any increase in the salary or arrangement granting other compensation of any preferential rights employee engaged in the Dialysis Business, or any increase in or any addition to purchase other benefits to which any such employee may be entitled; (j) any extraordinary compensation, bonus or distribution to Seller or to any Affiliate of Seller; (k) any failure to pay or discharge when due any liabilities which arose out of the ownership or operation of the Dialysis Business; (l) any change in any of its assetsthe accounting principles adopted by Seller, properties or rights any change in Seller’s policies, procedures, or which required the consent of any party methods with respect to the transfer and assignment of any of its assets, properties or rights; applying such principles; (viim) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in or Dialysis Contract outside the ordinary course of business except as herein stated; or involving an amount in excess of $10,000 that is not disclosed to Buyer; (ixn) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contractkey personnel such as registered nurses, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreementsocial workers, dieticians, or medical directors; or (o) any action that if taken after the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent Execution Date would constitute a breach of Parent, do any of the things listed above covenants in clauses (i) through (xii) of this Section 2.216.1 hereof.

Absence of Certain Events. Since the Most Recent Annual Balance Sheet Date, (A) there has not been any Material Adverse Effect on any of the business Group Companies and (B) each of Merging Entity the Group Companies has been conducted only operated in its Ordinary Course of Business. Without limiting the ordinary course and in substantially generality of the same manner as theretofore conducted, andforegoing, except as set forth listed in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has notSection 3.15 of the Disclosure Schedules, since the Most Recent Interim Balance Sheet Date: , none of the Group Companies has done any of the following: (ia) (1) issued or otherwise allowed to become outstanding or acquired or pledged or otherwise encumbered any stocks, bonds equity interest or other corporate securities security of any of the Group Companies or granted right (including any optionsoption, warrants warrant, put or call) to any such equity interest or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of businesssecurity, (B2) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance declared, set aside or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared dividend on, or made any payment of dividends or other distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrancein respect of, any of its equity interests or other securities, (3) split, combined or reclassified any of its equity interests or issued or authorized the issuance of any other security in respect of, in lieu of or in substitution for any of its equity interests or other securities or made any other change to its capital structure or (4) purchased, redeemed or otherwise acquired any equity interest or any other security of any of the Group Companies or any right, warrant or option to acquire any such equity interest or other security; (1) made any sale, lease to any other Person, license to any other Person or other disposition of any material asset other than sales to customers in the Ordinary Course of Business, (2) made any capital expenditure or purchased or otherwise acquired any material asset (other than capital expenditures that do not exceed $25,000 (individually or in the aggregate)), licensed any intangible asset from any other Person, except non-exclusive licenses in its Ordinary Course of Business of commercially available off-the-shelf software or leased any tangible personal property from any other Person, and except leases of tangible personal property in its Ordinary Course of Business under which the payments do not exceed $10,000 (individually or in the aggregate), (3) acquired by merging with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any Person or division thereof, (4) disclosed any confidential, proprietary or non-public information, expect as is and propertieswas reasonably protected under a customary non-disclosure Contract, realor (5) adopted a plan of liquidation, tangible dissolution, merger, consolidation, statutory share exchange, restructuring, recapitalization or intangible; reorganization; (c) granted or had come into existence any Encumbrance on any material asset, other than any Permitted Encumbrance; (1) became a guarantor with respect to any obligation of any other Person, (2) assumed or otherwise became obligated for any obligation of any other Person for borrowed money or (3) agreed to maintain the financial condition of any other Person; (1) incurred any indebtedness for borrowed money that will not be satisfied at Closing pursuant to a Payoff Letter, (2) made any loan, advance or capital contribution to, or investment in, any other Person or (3) made or pledged to make any charitable or other capital contribution; (f) (1) entered into any Major Contract, or amended or terminated in any respect that is or was material and adverse to any of the Group Companies any Major Contract to which such Group Company is or was a party, or (2) waived, released or assigned any material right or claim under any such Major Contract; (g) failed to take or maintain reasonable measures to protect the confidentiality or value of any Company Intellectual Property (including trade secrets); (h) (i) made (other than in the Ordinary Course of Business with respect to newly acquired property and in a manner consistent with past practices), changed, revoked or rescinded any Tax election, (ii) amended any Tax Return or take any position on any Tax Return inconsistent with past practices or procedures, (iii) waived any statute of limitation in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, (iv) adopted or changed (or requested to adopt or change) any method or period of Tax accounting, (v) settled or compromised any Tax Liability or refund with any Governmental Authority, (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any closing agreement or arrangement granting with any preferential rights Governmental Authority with respect to purchase any of its assetsTaxes, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered initiated any extraordinary losses voluntary disclosure (whether or not covered by insurancesimilar process or procedure) with respect to Taxes, or waived any extraordinary rights of value; (viii) entered into any transaction agreement related to Taxes, other than Contracts entered into in the ordinary course Ordinary Course of business Business the primary purpose of which is not Taxes; (i) (1) adopted or changed any material accounting method or principle used by any of the Group Companies, except as herein stated; required under GAAP or the Code or (ix2) amended its articles changed any annual accounting period; (j) failed to (1) keep intact the then-existing business organization of incorporation or bylaws; any of the Group Companies, (x2) increased the rate of compensation payable or to become payable by it keep available to any of the Group Companies the then-existing officer and management-level Employees or (3) preserve, and prevent any degradation in, any of the Group Companies’ relationship with any of its employees suppliers, customers or agents over others having material business relations with such Group Company; (k) entered into a new line of business or abandonment or discontinuance of existing lines of business; (l) (1) adopted, entered into, amended or terminated any bonus, profit-sharing, compensation, severance, termination, pension, retirement, deferred compensation, trust, fund or other arrangement or Employee Plan, (2) entered into or amended any employment arrangement or relationship with any new or existing Employee that had or will have the rate being paid legal effect of any relationship other than at-will employment, (3) increased any compensation or employee benefit of any Employee or other service provider, other than pursuant to them at a then-existing Employee Plan and in amounts consistent with past practice or pursuant to a then existing Contract, (4) granted any award to any Employee or other service provider under any bonus, incentive, performance or other Employee Plan (including the Most Recent Balance Sheet Date; removal of any existing restriction in any Employee Plan or award made thereunder), (xi5) made entered into or amended any collective bargaining agreement, or (6) except as required by Applicable Law or Contract that existed during such period, took any action to segregate any asset for, or in any other way secure, the payment of any compensation or benefit to any Employee; (m) amended or changed, or authorized any amendment or change to, any of its Organizational Documents; (n) except in its Ordinary Course of Business, (1) paid, discharged, settled or satisfied any claim, obligation or other Liability (whether absolute, accrued, contingent or otherwise) or (2) otherwise waived, released, granted, assigned, transferred, licensed or permitted to lapse any amendment to or termination right of any material contract, agreement or license to which it is a party other than in the ordinary course of businessvalue; or or (xiio) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this AgreementContract, or the Schedules referred agreed or committed in a binding manner, to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. Since Except as noted on Schedule 2.10, since March 31, 2005, Sellers have operated the Most Recent Balance Sheet Date, the Facilities and Assets and conducted their business of Merging Entity has been conducted only in the ordinary course and in substantially a manner consistent with past practices. As amplification and not in limitation of the same manner as theretofore conductedforegoing, andsince March 31, 2005, there has not been: (a) any decrease in the book value of the Facilities and Assets other than ordinary depreciation consistent with past practices; (b) any voluntary or involuntary sale, assignment, license or other disposition, of any kind, of any property or right included in the Facilities and Assets, except as set forth in Schedule 2.21 attached to specifically contemplated by this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: (i) issued any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling Agreement and except for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred utilization of Supplies in the ordinary course of business; (c) to the Sellers’ Knowledge, any Lien imposed or created on any of the Assets other than Permitted Liens and Liens imposed or created solely on the fee interest of any Leased Real Property by action of the owner of such Leased Real Property; (Bd) obligations under contracts entered into any Seller Material Adverse Effect; (e) any material damage or destruction of any Asset by fire or other casualty, whether or not covered by insurance; (f) any termination of any provider agreement or other contract pursuant to which a Seller receives compensation or reimbursement for patient care services; (g) any sale, transfer, assignment, termination, modification or amendment of any material Contract, except for terminations, modifications and amendments of Contracts made in the ordinary course of business and consistent with past practice; (Ch) obligations under contracts not entered into in any notice (written or, to the ordinary course of business which are listed in Schedule 2.20; Sellers’ Knowledge, oral) to a Seller that any Contract has been breached or repudiated by a contract counterparty or will be breached or repudiated by a contract counterparty; (iiii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into otherwise as necessary to comply with any agreement applicable minimum wage law, any increase in the salary or arrangement granting other compensation of any preferential rights employee, or any increase in or any addition to purchase other benefits to which any such employee may be entitled; (j) any extraordinary compensation, bonus or distribution by any Seller; (k) any failure to pay or discharge when due any liabilities that results in an adverse change in Sellers’ relationship with the recipients of such accounts payable as a result of such late payment practices; (l) any change in any of its assetsthe accounting principles of Sellers, properties or rights any change in Sellers’ policies, procedures, or which required the consent of any party methods with respect to the transfer and assignment of any of its assets, properties or rights; applying such principles; (viim) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in or Contract outside the ordinary course of business except as herein stated; other than loans or borrowings; (ixn) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than key personnel such as directors of nursing and Facility administrators except in the ordinary course of business; or ; (xiio) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreementfailure to maintain for Braintree Hospital LLC, in the aggregate, or Springfield Hospital LLC, in the Schedules referred aggregate, LTACH Medicare average length of stay of greater than twenty-five (25) days, calculated in accordance with applicable regulations; (p) failure to renew, obtain or maintain any Governmental Approvals, participation in this Agreementany Seller Payment Programs, between or insurance (including, without limitation, professional liability insurance); or (q) any action that if taken after the date hereof and the Closing Date, Merging Entity will not, without the prior written consent would constitute a breach of Parent, do any of the things listed above covenants in clauses (i) through (xii) of this Section 2.21Article IV hereof.

Absence of Certain Events. Since Except as set forth in SCHEDULE 4.7 attached hereto, since the Most Recent Balance Sheet Date, the business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity TFP has not: (a) made any changes in its authorized capital or outstanding securities; (b) issued, since the Most Recent Balance Sheet Date: (i) issued sold, delivered or agreed to issue, sell or deliver any stocksof its capital stock, bonds or other corporate securities securities, pursuant to existing employee stock options, or granted or agreed to grant any options, warrants or other rights calling for the issue issuance, sale or delivery thereof; ; (iic) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation obligations or liability (whether absolute or contingent) ), except (A) current obligations and liabilities incurred in the ordinary course Ordinary Course of business, Business; (Bd) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation obligations or liability (whether absolute or contingent) other than current liabilities reflected in or shown on the Most Recent TFP Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course Ordinary Course of business; Business; (ive) declared or made made, or agreed to declare or make, any payment of dividends or distribution distributions of any assets of any kind kinds whatsoever to stockholders or purchased or redeemed any in respect of its capital stock; (v) mortgaged, pledged or subjected purchased, redeemed or otherwise acquired, or agreed to lienpurchase, charge redeem or any other encumbranceotherwise acquire, any of its assets and propertiesoutstanding capital stock; (f) except in the Ordinary Course of Business, realsold, tangible transferred, or intangible; (vi) sold otherwise disposed of, or transferred agreed to sell, transfer, or otherwise dispose of, any of its assets, properties properties, or rights, or cancelled canceled or otherwise terminated, or agreed to cancel or otherwise terminate, any debts or claims, ; (g) except in each case in the ordinary course Ordinary Course of businessBusiness, entered or entered agreed to enter into any agreement or arrangement granting any preferential rights right to purchase any of its assets, properties properties, or rights rights, or which required requiring the consent of any party to the transfer and assignment of any of its such assets, properties properties, or rights; ; (viih) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than , without consideration therefor, which in the ordinary course aggregate would have a Material Adverse Effect on TFP; (i) made or permitted any amendment or termination of business except as herein stated; any non- trade contract, agreement, or license to which it is a party or to which it or any of its assets or properties are subject; (ixj) amended made, directly or indirectly, any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination to pay any of its articles of incorporation present or bylaws; former officers, directors, or employees; (xk) increased or agreed to increase the rate of compensation payable or to become payable by it to any of its officers, directors, or employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; adopted any new, or made any increase in, any existing, profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan, payment or arrangement made to, for, or with any of such officers, directors, or employees; (xil) made any capital expenditures (or permitted commitments therefor) in excess of $25,000 individually or in the aggregate; (m) entered into any amendment to or termination of any other material contract, agreement or license to which it is a party transaction other than in the Ordinary Course of Business; (n) experienced any labor trouble or been informed of the loss or potential loss of any management or technical personnel which has, or can be anticipated to have, a Material Adverse Effect; (o) been cited for any material violations of the federal Occupational Safety Health Act of 1970 or any rules or regulations promulgated thereunder or any other act, rules or regulations of any other governmental agency; (p) suffered any damages, destruction or losses which in the aggregate are material to TFP's business, or incurred or become subject to any material claim or liability for any damages or alleged damages for any actual or alleged negligence or other tort or breach of contract which are in the aggregate material to TFP's business; (q) failed to operate the business of TFP in the ordinary course so as to use reasonable efforts to preserve the business intact, to keep available to Printrak the services of TFP's employees, and to preserve for Printrak the goodwill of TFP's suppliers, customers and others having business relations with it except where such failure would not have a Material Adverse Effect; (r) changed its accounting methods or practices by TFP materially adversely affecting its assets, liabilities or business; or (s) experienced any change in TFP's condition (financial or (xii) made capital expenditures otherwise), assets, liabilities, working capital, reserves, earnings, business or entered into any commitments therefor aggregating more than $5,000.00. Except as prospects, except for changes contemplated by this Agreement, hereby or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will changes which have not, without individually or in the prior written consent of Parentaggregate, do any of the things listed above in clauses (i) through (xii) of this Section 2.21been materially adverse.

Absence of Certain Events. Since No Mate- rial Adverse Change. Except as disclosed in the Most Recent HSNi Form 10-K, since the HSNi Balance Sheet Date, HSNi and its Subsid- iaries have conducted their business operations in the ordi- nary course and there has not occurred any event or condition having or, that management believes is likely to have, a Ma- terial Adverse Effect on HSNi and its Subsidiaries considered as a whole. Without limiting the generality of the forego- ing, other than as is disclosed in the HSNi Commission Docu- ments filed prior to the date hereof or on Schedule 4.11 hereto, since the HSNi Balance Sheet Date there has not oc- curred: (a) any change or agreement to change the charac- ter or nature of the business of Merging Entity has been conducted only in HSNi or any of its Subsid- iaries; (b) any purchase, sale, transfer, assignment, con- veyance or pledge of the ordinary course and in substantially the same manner as theretofore conducted, andassets or properties of HSNi or its Subsidiaries, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: (i) issued any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business; (c) any waiver or modification by HSNi or any HSNi Subsidiary of any right or rights of substantial value, or any payment, direct or indirect, in satisfaction of any lia- bility, in each case, having a Material Adverse Effect on HSNi and its Subsidiaries considered as a whole; (Bd) obligations under contracts entered into any loan, advance or capital expenditure by HSNi or any of its Subsidiaries, except for loans, advances and capital expenditures made in the ordinary course of busi- ness; (e) any change in the accounting principles, meth- ods, practices or procedures followed by HSNi in connection with the business of HSNi or any change in the depreciation or amortization policies or rates theretofore adopted by HSNi in connection with the business of HSNi and its Subsidiaries; or (f) any declaration or payment of any dividends, or other distributions in respect of the outstanding shares of capital stock of HSNi or any HSNi Subsidiary (other than dividends declared or paid by wholly-owned Subsidiaries); (g) other than in connection with the exercise of employee stock options or the conversion of outstanding con- vertible debt instruments, any issuance of any shares of capital stock of HSNi or any HSNi Subsidiary or any other change in the authorized capitalization of the Company or any HSNi Subsidiary, except as contemplated by this Agreement or the Liberty Agreement; or (h) any grant or award of any options, warrants, conversion rights or other rights to acquire any shares of capital stock of HSNi or any HSNi Subsidiary, except as con- templated by this Agreement or except pursuant to employee benefit plans, programs or arrangements in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21consistent with past practice.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, the business ------------------------- businesses of Merging Entity has IPCH and its Subsidiaries have been conducted operated only in the ordinary and normal course and in substantially the same manner as theretofore conducted, and, except of business. Except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has not3.9 hereto, since ------------ the Most Recent Balance Sheet Date: : (a) Except for the matters addressed in (b) through (e) below, there has not been any material adverse change in the financial condition, assets, liabilities, results of operations, business or condition, financial or otherwise, of IPCH or its Subsidiaries and there has been no occurrence, circumstance or combination thereof which could reasonably be expected to result in any such material adverse change thereto before or after the Closing Date, other than changes relating to United States or foreign economies in general or the industries in which IPCH or any of its Subsidiaries operates and not specifically relating to the business of IPCH or any Subsidiary; (b) There has not been any damage, destruction or loss, whether covered by insurance or not, adversely affecting the assets or the business in any material way; (c) Except in the ordinary course of business and consistent with past practices or as included in Transaction Expenses, there has not been any increase or decrease in the compensation payable to or to become payable by IPCH or any of its Subsidiaries to any of the officers, key employees or agents of the business, or change in any insurance, pension or other beneficial plan, payment or arrangement made to, for or with any of such officers, key employees or agents or any commission or bonus paid to any of such officers, key employees or agents; (d) IPCH and its Subsidiaries have not (i) issued incurred any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability or assumed, guaranteed, endorsed or otherwise become responsible for the liabilities or obligations of any other person (whether absolute absolute, accrued, contingent or contingent) otherwise), except (A) current liabilities trade or business obligations incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iiiii) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability (whether absolute absolute, accrued, contingent or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgagedotherwise), pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; (iii) mortgaged, pledged, created or subjected to a Lien any of the assets or properties owned by IPCH or any of its Subsidiaries except pursuant to the Senior Credit Facility; (iv) sold, assigned, transferred, leased or otherwise disposed of any of the assets or properties owned by IPCH or any of its Subsidiaries, except in the ordinary course of business, or acquired any assets except in the ordinary course of business; (v) amended, terminated, waived or released any rights or canceled any debt in excess of $5,000 owing to or claim by IPCH or any of its Subsidiaries; (vi) transferred or granted any rights under any Contracts and Other Agreements, patents, inventions, trademarks, trade names, service marks or copyrights, or registrations or licenses thereof or applications therefor, or with respect to any know-how or other proprietary or trade rights; (vii) modified or changed any Material Contracts in a manner not disclosed to Inergy Holdings in the copies of such Material Contracts provided to or made available to Inergy Holdings; or (xiiviii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except transaction, contract or commitment which by reason of its size or otherwise was material to the business of IPCH and its Subsidiaries or financial condition of IPCH and its Subsidiaries or which was not in the ordinary course of IPCH's business as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do now conducted; and (e) Neither IPCH nor any of the things listed above in clauses (i) through (xii) its Subsidiaries have terminated, discontinued, closed or disposed of this Section 2.21any plant, facility or business operation.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, (A) there has not been any Material Adverse Effect on the Business and (B) the Company has been operated in its Ordinary Course of Business. Without limiting the generality of the foregoing, except as listed in Section 3.15 of the Sellers’ Disclosure Schedule, since the Annual Balance Sheet Date, the business Company did not do any of Merging Entity has been conducted only the following: (1) issued or otherwise allowed to become outstanding or acquired or pledged or otherwise encumbered any equity interest or other security of the Company or right (including any option, warrant, put or call) to any such equity interest or other security, (2) declared, set aside or paid any dividend on, or made any other distribution in respect of, any of its equity interests or other securities, (3) split, combined or reclassified any of its equity interests or issued or authorized the ordinary course issuance of any other security in respect of, in lieu of or in substitution for any of its equity interests or other securities or made any other change to its capital structure or (4) purchased, redeemed or otherwise acquired any equity interest or any other security of the Company or any right, warrant or option to acquire any such equity interest or other security; (1) except for sales of inventory in its Ordinary Course of Business, made any sale, lease to any other Person, license to any other Person or other disposition of any material asset, (2) failed to preserve and maintain all of the Leased Real Property in substantially the same manner condition as theretofore conductedexisted on the Balance Sheet Date, andordinary wear and tear excepted, (3) erected any new, material improvement on any of the Leased Real Property, (4) made any material capital expenditure or purchased or otherwise acquired any material asset (other than purchases of inventory in its Ordinary Course of Business and capital expenditures that do not exceed $25,000.00 (individually or in the aggregate), licensed any intangible asset from any other Person, except non-exclusive licenses in its Ordinary Course of Business of commercially available off-the-shelf software, leased any real property from any other Person or leased any tangible personal property from any other Person, except leases of tangible personal property in its Ordinary Course of Business under which the payments do not exceed $10,000.00 (individually or in the aggregate)), (5) acquired by merging with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any Person or division thereof, (6) disclosed any material confidential, proprietary or non-public information, except as set forth is and was reasonably protected under a customary non-disclosure Contract or (7) adopted a plan of liquidation, dissolution, merger, consolidation, statutory share exchange, restructuring, recapitalization or reorganization; (c) granted or had come into existence any Encumbrance on any material asset, other than (1) pursuant to a Major Contract listed in Schedule 2.21 attached Schedules 1.1(a)(4), 1.1(a)(5), 1.1(b)(3) or 1.1(b)(4) or (2) any Permitted Encumbrance; (1) became a guarantor with respect to this Agreementany obligation of any other Person, (2) assumed or otherwise became obligated for any obligation of any other Person for borrowed money or (3) agreed to maintain the financial condition of any other Person; (1) incurred any indebtedness for borrowed money that will not be satisfied at Closing, (2) made any loan, advance or capital contribution to, or investment in, any non-Affiliate or (3) made or pledged to make any charitable or other capital contribution; (1) except in its Ordinary Course of Business, entered into any material Contract (other than any of the Material Contracts), or amended or terminated in any respect that is or was material and adverse to the Company any material Contract to which the Company is or was a party, or (2) waived, released or assigned any material right or claim under any such material Contract; (g) (1) adopted or changed any material accounting method or principle used by the Company, except as required under GAAP or the Code or (2) changed any annual accounting period; (h) failed to (1) keep intact the then-existing business organization of the Company, (2) keep available to the Company the then-existing officer and management-level employees of the Company, or (3) maintain the Company’s relationship with any of its suppliers, customers or others having material business relations with the Company, except for such relationships that expired by their terms; (1) adopted, entered into, amended or terminated any bonus, profit-sharing, compensation, severance, termination, pension, retirement, deferred compensation, trust, fund or other arrangement or other Plan for the benefit or welfare of any individual, (2) entered into or amended any employment arrangement or relationship with any new or existing employee that had or will have the legal effect of any relationship other than at-will employment, (3) increased any compensation or fringe benefit of any director, officer or management-level employee or paid any benefit to any director, officer or management-level employee, other than pursuant to a then-existing Plan or in amounts consistent with past practice, (4) granted any award to any director, officer or management-level employee under any bonus, incentive, performance or other compensation Plan (including the removal of any existing restriction in any Plan or award made thereunder), (5) entered into or amended any collective bargaining agreement or (6) except as required by Applicable Law or Contract that existed during such period, took any action to segregate any asset for, or in any other Schedule attached way secure, the payment of any compensation or benefit to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: any employee; (ij) issued any stocks, bonds amended or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurredchanged, or become subject authorized any amendment or change to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; Organizational Documents; (vik) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course its Ordinary Course of businessBusiness, (1) paid, discharged, settled or entered into satisfied any agreement claim, obligation or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses other Liability (whether absolute, accrued, contingent or not covered by insuranceotherwise) or waived (2) otherwise waived, released, granted, assigned, transferred, licensed or permitted to lapse any extraordinary rights right of material value; or (viiil) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this AgreementContract, or the Schedules referred agreed or committed (binding or otherwise), to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. (1) Since the Most Recent Buyer Balance Sheet Date, there has not been any Event that has had a Buyer Material Adverse Effect. (2) Except for items that have not had a Buyer Material Adverse Effect, or as otherwise expressly contemplated herein, since the business date of Merging Entity the Buyer Balance Sheet to the Signing Date, neither Buyer nor any of its Subsidiaries has been conducted only done any of the following: (A) (i) issued or otherwise allowed to become outstanding or acquired or pledged or otherwise encumbered any equity interest or other security of Buyer or any security convertible or exchangeable into any equity interest or other security of Buyer or any of its Subsidiaries, or any right (including any option, warrant, put, call, subscription, stock appreciation or commitment) of any kind with respect to any such equity interest or other security (other than as may arise by the terms of this Agreement), (ii) split, combined, recapitalized or reclassified any of its equity interests or issued or authorized the issuance of any other security in respect of, in lieu of or in substitution for any of its equity interests or other securities or made any other change to its capital structure, (iii) purchased, redeemed or otherwise acquired any equity interest or any other security of Buyer or any of its Subsidiaries or any right, warrant or option to acquire any such equity interest or other security or (iv) other than dividends payable solely in cash, declared, set aside, paid or made any dividend or other distribution payable in stock or property; (B) except for sales of inventory in its Ordinary Course of Business, made any sale, lease to any other Person, license to any other Person or other disposition of any material asset, whether tangible or intangible, (ii) failed to preserve and maintain all of the ordinary course and real property in substantially the same manner condition as theretofore conductedexisted on the date of the Buyer Balance Sheet Date, ordinary wear and tear excepted, (iii) acquired by merging with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any Person or division thereof, or (iv) adopted a plan of liquidation, dissolution, merger, consolidation, statutory share exchange, restructuring, recapitalization or reorganization; (C) granted or had come into existence any material Encumbrance on any asset, other than in its Ordinary Course of Business; (D) incurred any Indebtedness for borrowed money (other than Indebtedness to any of Buyer’s Subsidiaries; and, for the avoidance of doubt, the need to have or put in place, or collateralize, any letter of credit is not itself considered Indebtedness for borrowed money under this clause) that will not be satisfied at or before Closing or made any loan, advance or capital contribution to any other Person (other than any of Buyer’s Subsidiaries); (E) failed to prepare and timely file all Tax Returns with respect to Buyer or any of its Subsidiaries required to be filed during such period or timely withhold and remit any employment Taxes with respect to Buyer or such Subsidiary (taking into account any proper extension); (F) (i) adopted or changed any material accounting method or principle used by Buyer or any of its Subsidiaries, except as set forth in Schedule 2.21 attached to this Agreement, required under GAAP or in any other Schedule attached to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: (i) issued any stocks, bonds Code or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurredchanged any annual accounting period; (G) amended or changed, or become subject authorized any amendment or change to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible Organizational Documents; or (H) committed or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights agreed to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, the business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except Except as set forth in Schedule 2.21 4.7 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has nothereto, since the Most Recent Balance Sheet Date: , SunRise has not: (ia) issued made any stockschanges in its authorized capital or outstanding securities; (b) issued, sold, delivered or agreed to issue, sell or deliver any of its capital stock, bonds or other corporate securities securities, pursuant to existing employee stock options, or granted or agreed to grant any options, warrants or other rights calling for the issue issuance, sale or delivery thereof; ; (iic) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation obligations or liability (whether absolute or contingent) ), except (A) current obligations and liabilities incurred in the ordinary course Ordinary Course of business, Business; (Bd) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation obligations or liability (whether absolute or contingent) other than current liabilities reflected in or shown on the Most Recent SunRise Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course Ordinary Course of business; Business; (ive) declared or made made, or agreed to declare or make, any payment of dividends or distribution distributions of any assets of any kind kinds whatsoever to stockholders or purchased or redeemed any in respect of its capital stock; (v) mortgaged, pledged or subjected purchased, redeemed or otherwise acquired, or agreed to lienpurchase, charge redeem or any other encumbranceotherwise acquire, any of its assets and propertiesoutstanding capital stock; (f) except in the Ordinary Course of Business, realsold, tangible transferred, or intangible; (vi) sold otherwise disposed of, or transferred agreed to sell, transfer, or otherwise dispose of, any of its assets, properties properties, or rights, or cancelled canceled or otherwise terminated, or agreed to cancel or otherwise terminate, any debts or claims, ; (g) except in each case in the ordinary course Ordinary Course of businessBusiness, entered or entered agreed to enter into any agreement or arrangement granting any preferential rights right to purchase any of its assets, properties properties, or rights rights, or which required requiring the consent of any party to the transfer and assignment of any of its such assets, properties properties, or rights; ; (viih) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than , without consideration therefor, which in the ordinary course aggregate are material considering its business; (i) made or permitted any amendment or termination of business any non-trade contract, agreement, or license to which it is a party or to which it or any of its assets or properties are subject, except as herein stated; for amendments or terminations which were done in the Ordinary Course of Business and which will not, individually or in the aggregate, have a Material Adverse Effect; (ixj) amended made, directly or indirectly, any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination to pay any of its articles present or former officers, directors, or employees, which payments have not been made in full prior to the date hereof, except for obligations or payments not exceeding $10,000 individually or $50,000 in the aggregate which were made in the Ordinary Course of incorporation or bylaws; Business; (xk) increased or agreed to increase the rate of compensation payable or to become payable by it to any of its officers, directors, or employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; adopted any new, or made any increase in, any existing, profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan, payment or arrangement made to, for, or with any of such officers, directors, or employees; (xil) made any capital expenditures (or permitted commitments therefor) in excess of $25,000 individually or $100,000 in the aggregate; (m) entered into any amendment to or termination of any material contract, agreement or license to which it is a party other transaction other than in the Ordinary Course of Business; (n) experienced any labor trouble or been informed of the loss of potential loss of any management or technical personnel which has, or can be anticipated to have, a Material Adverse Effect; (o) been cited for any material violations of the federal Occupational Safety Health Act of 1970 or any rules or regulations promulgated thereunder or any other act, rules or regulations of any other governmental agency; (p) suffered any damages, destruction or losses which could reasonably be expected to have a Material Adverse Effect, or incurred or become subject to any material claim or liability for any damages or alleged damages for any actual or alleged negligence or other tort or breach of contract which could reasonably be expected to have a Material Adverse Effect; (q) failed to operate the business of SunRise in the ordinary course so as to use reasonable efforts to preserve the business intact, to keep available the services of SunRise's employees, and to preserve the goodwill of SunRise's suppliers, customers and others having business relations with it except where such failure would not have a Material Adverse Effect; (r) changed its accounting methods or practices in a manner materially affecting its assets, liabilities or business; or (s) experienced a change in SunRise's condition (financial or (xii) made capital expenditures otherwise), assets, liabilities, working capital, reserves, earnings or entered into any commitments therefor aggregating more than $5,000.00. Except as business, except for changes contemplated by this Agreement, hereby or the Schedules referred changes which could not reasonably be expected to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21have a Material Adverse Effect.

Absence of Certain Events. (a) Since December 28, 2013, there has not been any Event that has had a Company Material Adverse Effect. (b) Except for items that have not had a Company Material Adverse Effect, or as otherwise expressly contemplated herein, since the Most Recent Interim Balance Sheet Date to the Signing Date, no Acquired Company done any of the following: (1) (A) issued or otherwise allowed to become outstanding or acquired or pledged or otherwise encumbered any equity interest or other security of an Acquired Company or any security convertible or exchangeable into any equity interest or other security of an Acquired Company, or any right (including any option, warrant, put, call, subscription, stock appreciation or commitment) of any kind with respect to any such equity interest or other security (other than as may arise by the terms of this Agreement), (B) split, combined, recapitalized or reclassified any of its equity interests or issued or authorized the issuance of any other security in respect of, in lieu of or in substitution for any of its equity interests or other securities or made any other change to its capital structure, (C) purchased, redeemed or otherwise acquired any equity interest or any other security of such Acquired Company or of any other Acquired Company or any right, warrant or option to acquire any such equity interest or other security or (D) other than dividends payable solely in cash, declared, set aside, paid or made any dividend or other distribution payable in stock or property; (A) except for sales of inventory in its Ordinary Course of Business, made any sale, lease to any other Person, license to any other Person or other disposition of any material asset, whether tangible or intangible, (B) failed to preserve and maintain all of the Real Property in substantially the same condition as existed on Interim Balance Sheet Date, ordinary wear and tear excepted, (C) demolished or erected any structure on any of the business Real Property, (D) made any capital expenditure or purchased or otherwise acquired any material asset (other than purchases of Merging Entity has been conducted only inventory in its Ordinary Course of Business and other than capital expenditures that do not exceed $1,000,000 (individually or in the ordinary course and in substantially the same manner as theretofore conductedaggregate)), andentered into a new lease for any real property from any other Person or entered into a new lease for any tangible personal property from any other Person, except as set forth leases of tangible personal property in Schedule 2.21 attached to this Agreementits Ordinary Course of Business, (E) acquired by merging with, or in by purchasing a substantial portion of the stock or assets of, or by any other Schedule attached to this Agreementmanner, Merging Entity has not, since the Most Recent Balance Sheet Date: (i) issued any stocks, bonds business or other corporate securities any Person or granted any options, warrants or other rights calling for the issue division thereof; (ii) incurred, or become subject to(F) adopted a plan of liquidation, dissolution, merger, consolidation, statutory share exchange, restructuring, recapitalization or reorganization; (3) granted or had come into existence any material obligation or liability (whether absolute or contingent) except Encumbrance on any asset, other than (A) current liabilities incurred in the ordinary course of business, any Permitted Encumbrance or (B) in its Ordinary Course of Business; (4) (A) became a guarantor with respect to, assumed or otherwise became obligated for any obligation of any other Person, other than any other Acquired Company or reasonable and customary warranties, guarantees or indemnity obligations under contracts entered into or provided to customers in its Ordinary Course of Business, or (B) agreed to maintain the financial condition of any other Person, other than any other Acquired Company; (5) incurred any Indebtedness for borrowed money (other than Indebtedness (A) to any other Acquired Company or (B) incurred under the Company’s credit agreement in the ordinary course Ordinary Course of business and (CBusiness of the Acquired Companies; and, for the avoidance of doubt, the need to have or put in place, or collateralize, any letter of credit is not itself considered Indebtedness for borrowed money under this clause) obligations under contracts that will not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged be satisfied at or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared before Closing or made any payment of dividends loan, advance or distribution of any assets of any kind whatsoever capital contribution to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrancePerson (other than any loan, any advance or capital contribution to another Acquired Company or loan or advance to an employee of its assets and propertiesan Acquired Company, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course Ordinary Course of businessBusiness of such Acquired Company); (6) except in its Ordinary Course of Business and except for any Major Contract listed in Schedule 3.8(a) (or a Contract not required to be disclosed in Schedule 3.8(a) to avoid a breach of Section 3.8), or entered into any agreement material Contract or amended or terminated in any respect that is material and adverse to any Acquired Company any material Contract to which such Acquired Company is a party, in each case that is not terminable at will or upon not more than 90 days’ notice by any Acquired Company without any additional obligation (including payment obligations) of such Acquired Company that arises as a consequence of such termination; (7) failed to prepare and timely file all Tax Returns with respect to such Acquired Company required to be filed during such period or timely withhold and remit any employment Taxes with respect to such Acquired Company (taking into account any proper extension); (8) (A) adopted or changed any material accounting method or principle used by such Acquired Company, except as required under GAAP or the Code or (B) changed any annual accounting period; (9) except for changes in its Ordinary Course of Business, as required by Applicable Law or as accrued for by the Acquired Companies in the Financial Statements, (A) adopted, entered into, amended or terminated any bonus, profit sharing, compensation, severance, termination, pension, retirement, deferred compensation, trust, fund or other arrangement granting or other Plan, (B) entered into or amended any preferential rights employment arrangement or relationship with any new or existing employee that had or will have the legal effect of any relationship other than at will employment or employment subject to purchase termination upon not more than 90 days’ notice by any Acquired Company without any additional obligation (including payment obligations) of such Acquired Company that arises as a consequence of such termination, (C) increased any compensation or fringe benefit of any director, officer, management‑level employee or any other employee whose annual compensation is or would be in excess of $200,000, or paid any benefit to any director, officer, management‑level employee or any other employee whose annual compensation is or would be in excess of $200,000, other than pursuant to a then existing Plan and in amounts consistent with past practice, (D) granted any award to any director, officer or management‑level employee under any bonus, incentive, performance or other compensation Plan (including the removal of any existing restriction in any Plan or award made thereunder) or (E) entered into or amended any collective bargaining agreement; (10) amended or changed, or authorized any amendment or change to, any of its assetsOrganizational Documents; (11) made or rescinded any material election relating to Taxes, properties filed an amended Tax Return, settled or rights compromised any material Proceeding or which required the consent of any party other similar controversy relating to the transfer and assignment of any of its assetsTaxes, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation closing agreement with any Governmental Authority, or bylaws; (x) increased the rate of compensation payable or to become payable by it consented to any extension or waiver of its employees the statute of limitations period applicable to any Tax assessment; or (12) committed or agents over the rate being paid agreed to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, the business Business ------------------------- of Merging Entity SELLER has been conducted operated only in the ordinary and normal course and in substantially of Business. Since the same manner as theretofore conducted, and, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: : (a) There has not been any adverse change in the financial condition, Assets, liabilities, results of operations, Business, prospects or condition, financial or otherwise, of SELLER and there has been no occurrence, circumstance or combination thereof which might be expected to result in any such adverse change thereto before or after the Closing Date; (b) There has not been any damage, destruction or loss, whether covered by insurance or not, adversely affecting the Assets or the Business; (c) There has not been any significant increase or decrease in the compensation payable to or to become payable by SELLER to any of the officers, key employees or agents of the Business, or change in any insurance, pension or other beneficial plan, payment or arrangement made to, for or with any of such officers, key employees or agents or any commission or bonus paid to any of such officers, key employees or agents other than increases and bonuses in the normal course of business, consistent with past practices and not exceeding in any one (1) case an increase and bonus aggregating more than five percent (5%) of such Person's compensation; (d) SELLER has not (i) issued incurred any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability or assumed, guaranteed, endorsed or otherwise become responsible for the liabilities or obligations of any other person (whether absolute absolute, accrued, contingent or contingent) otherwise), except (A) current liabilities normal trade or business obligations incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iiiii) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability (whether absolute absolute, accrued, contingent or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgagedotherwise), pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; (iii) mortgaged, pledged, created or subjected to a Lien any of the Assets; (iv) sold, assigned, transferred, leased or otherwise disposed of any of the Assets, except in the ordinary course of business, or acquired any Assets or any interest therein except in the ordinary course of business; (v) amended, terminated, waived or released any rights or canceled any debt owing to or claim by SELLER; (vi) transferred or granted any rights under any Contracts and Other Agreements, patents, inventions, trademarks, trade names, service marks or copyrights, or registrations or licenses thereof or applications therefor, or with respect to any know-how or other proprietary or trade rights; (vii) modified or changed any Material Contracts; or (xiiviii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except transaction, contract or commitment which by reason of its size or otherwise was material to the Business of SELLER or financial condition of SELLER or which was not in the ordinary course of SELLER's Business as contemplated by this Agreementnow conducted; (e) SELLER has not terminated, discontinued, closed or disposed of any plant, facility or business operation related to the Schedules referred to Business of SELLER, except a lawn care business known as "Turf Treat"; (f) SELLER has not made any investment of a capital nature affecting the Business, except as set forth in this Agreement, between Schedule 3.1(d); and --------------- (g) There has not been any other event or condition of any character whatsoever which has had or may have an Adverse Effect on the date hereof and the Closing Date, Merging Entity will not, without the prior written consent Business of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21SELLER.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, the business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except Except as set forth in Schedule 2.21 4.7 attached to this Agreementhereto, or in any other Schedule attached to this Agreementsince September 30, Merging Entity 1997, Telecom has not: (a) made any changes in its authorized capital or outstanding securities; (b) issued, since the Most Recent Balance Sheet Date: (i) issued sold, delivered or agreed to issue, sell or deliver any stocksof its capital stock, bonds or other corporate securities securities, pursuant to existing employee stock options, or granted or agreed to grant any options, warrants or other rights calling for the issue issuance, sale or delivery thereof; ; (iic) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation obligations or liability (whether absolute or contingent) ), except (A) current obligations and liabilities incurred in the ordinary course Ordinary Course of business, Business; (Bd) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation obligations or liability (whether absolute or contingent) other than current liabilities reflected in or shown on the Most Recent Telecom Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course Ordinary Course of business; Business; (ive) declared or made made, or agreed to declare or make, any payment of dividends or distribution distributions of any assets of any kind kinds whatsoever to stockholders or purchased or redeemed any in respect of its capital stock; (v) mortgaged, pledged or subjected purchased, redeemed or otherwise acquired, or agreed to lienpurchase, charge redeem or any other encumbranceotherwise acquire, any of its assets and propertiesoutstanding capital stock; (f) except in the Ordinary Course of Business, realsold, tangible transferred, or intangible; (vi) sold otherwise disposed of, or transferred agreed to sell, transfer, or otherwise dispose of, any of its assets, properties properties, or rights, or cancelled canceled or otherwise terminated, or agreed to cancel or otherwise terminate, any debts or claims, ; (g) except in each case in the ordinary course Ordinary Course of businessBusiness, entered or entered agreed to enter into any agreement or arrangement granting any preferential rights right to purchase any of its assets, properties properties, or rights rights, or which required requiring the consent of any party to the transfer and assignment of any of its such assets, properties properties, or rights; ; (viih) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than , without consideration therefor, which in the ordinary course aggregate would have a Material Adverse Effect on Telecom; (i) made or permitted any amendment or termination of business except as herein stated; any non-trade contract, agreement, or license to which it is a party or to which it or any of its assets or properties are subject; (ixj) amended made, directly or indirectly, any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination to pay any of its articles of incorporation present or bylaws; former officers, directors, or employees; (xk) increased or agreed to increase the rate of compensation payable or to become payable by it to any of its officers, directors, or employees (other than those made in connection with regularly scheduled employee reviews and which are in amounts and on terms consistent with prior practice) or agents over the rate being paid to them at the Most Recent Balance Sheet Date; adopted any new, or made any increase in, any existing, profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan, payment or arrangement made to, for, or with any of such officers, directors, or employees; (xil) made any capital expenditures (or permitted commitments therefor) in excess of $10,000 individually or in the aggregate; (m) entered into any amendment to or termination of any other material contract, agreement or license to which it is a party transaction other than in the Ordinary Course of Business; (n) experienced any labor trouble or been informed of the loss or potential loss of any management or technical personnel which has, or can be anticipated to have, a Material Adverse Effect; (o) been cited for any material violations of the federal Occupational Safety Health Act of 1970 or any rules or regulations promulgated thereunder or any other act, rules or regulations of any other governmental agency; (p) suffered any damages, destruction or losses which in the aggregate are material to Telecom's business, or incurred or become subject to any material claim or liability for any damages or alleged damages for any actual or alleged negligence or other tort or breach of contract which are in the aggregate material to Telecom's business; (q) failed to operate the business of Telecom in the ordinary course so as to use reasonable efforts to preserve the business intact, to keep available to STM the services of Telecom's employees, and to preserve for STM the goodwill of Telecom's suppliers, customers and others having business relations with it except where such failure would not have a Material Adverse Effect; (r) changed its accounting methods or practices by Telecom materially adversely affecting its assets, liabilities or business; or (s) experienced any change in Telecom's condition (financial or (xii) made capital expenditures otherwise), assets, liabilities, working capital, reserves, earnings, business or entered into any commitments therefor aggregating more than $5,000.00. Except as prospects, except for changes contemplated by this Agreement, hereby or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will changes which have not, without individually or in the prior written consent of Parentaggregate, do any of the things listed above in clauses (i) through (xii) of this Section 2.21been materially adverse.

Absence of Certain Events. Since January 1, 2022, there has not been any Material Adverse Effect. Except as set forth on the Most Recent Developments Schedule or except as expressly contemplated by this Agreement, since the date of the Latest Balance Sheet DateSheet, the Company has conducted its business of Merging Entity has been conducted only in all material respects in the ordinary course of business consistent with past practice and in substantially the same manner as theretofore conducted, andhas not: (a) mortgaged or pledged any material portion of its assets, except as set forth Permitted Liens; (b) sold, assigned, exchanged, transferred or otherwise disposed of any material portion of its assets, except in Schedule 2.21 attached the ordinary course of business; (c) sold, transferred, assigned, abandoned, permitted to this Agreementlapse, or in any other Schedule attached to this Agreementotherwise disposed of, Merging Entity has not, since the Most Recent Balance Sheet Date: (i) issued any stocks, bonds or other corporate securities or granted any optionslicense or sublicense of, warrants any rights under or other rights calling for the issue thereof; (ii) incurred, or become subject with respect to, any material obligation or liability (whether absolute or contingent) Intellectual Property, except (A) current liabilities incurred in the ordinary course of business, or disclosed any Trade Secret (B) obligations under contracts other than pursuant to a written confidentiality agreement entered into in the ordinary course of business with reasonable protections of, and preserving all rights of the Company in, such Trade Secrets); (Cd) obligations under contracts not issued, sold or transferred any of its equity securities, securities convertible into its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or debt securities or otherwise issued any equity appreciation, phantom equity, profit participation or similar rights; (e) acquired or agreed to acquire in any manner (whether by merger or consolidation, the purchase of an equity interest in or a material portion of the assets of or otherwise) any business or any corporation, partnership, association or other business organization or division thereof or any other Person, or acquired any material assets, other than the acquisition of assets in the ordinary course of business; (f) declared, set aside, or paid any dividend or distribution with respect to its equity securities or repurchased or redeemed any of its equity securities; (g) made any capital expenditures in excess of $[***] individually or $[***] in the aggregate or commitments therefor; (h) made any loan to, or entered into any other material transaction with, any of its directors, limited liability company managers, officers or their respective Affiliates or any individual in such director's or officer's immediate family; (i) entered into, amended or terminated any Affiliate Agreement; (j) entered into any Contract for the employment or engagement of any individual on a full-time, part-time, consulting or other basis providing for annual compensation opportunities exceeding $[***], or modified the terms of any such existing Contract; (k) recognized or certified any labor union, works council, or other labor organization or group of employees of the Company as the bargaining representative for any employees of the Company or entered into, amended, extended, or terminated any collective bargaining agreement or other Contract with any labor union, works council or other labor organization (each a "Labor Agreement"); (l) announced or implemented any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs or other such actions that could implicate the WARN Act, or any other reduction-in-force, early retirement program or other voluntary or involuntary employment termination program; (m) hired, engaged, terminated (without cause), furloughed, or temporarily laid off any employee or independent contractor; (n) waived or released any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any current or former employee or independent contractor; (o) (i) made, granted or announced any incentive awards (whether or not equity-based), cash bonuses or similar compensation, or any increase or decrease in the salaries, wages, bonuses or other benefits or compensation payable or provided by the Company to any of its current or former employees, officers, directors or individual service providers, or (ii) established, entered into, adopted, amended, modified or terminated any Plan (or any plan, policy, program or Contract that would be a Plan if in effect as of the date hereof), or taken any action that could increase or accelerate the vesting, funding or payment of any compensation or benefits thereunder or otherwise, in each case, other than to the extent required by (A) applicable Law or (B) the existing terms of any Plan as in effect on the date hereof and set forth on the Employee Benefits Schedule; (p) effected or announced any intention to effect, any temporary or permanent change in the pricing of its products and services (including pursuant to promotions, incentives, discounts, customer financing activities, and other similar sales activities), other than such changes in the ordinary course of business which are listed in Schedule 2.20; consistent with past practices (iiitaking into account the time of year such temporary or permanent changes were initiated and the length of any such temporary change); (q) discharged accelerated the collection of accounts receivable, delayed the purchase of supplies, delayed normal repairs or satisfied any lien maintenance, or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any delayed payment of dividends accounts payable or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgagedaccrued expenses, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in outside the ordinary course of business consistent with past practice; (r) engaged in any sale or discount with customers outside the ordinary course of business or taken any other action designed to accelerate to pre-Closing periods material sales that, based on past practice, would otherwise occur in post-Closing periods; (s) commenced or settled any Proceeding; (t) except as herein stated; (ix) amended its articles of incorporation required by GAAP or bylaws; (x) increased the rate of compensation payable or to become payable by it to applicable Law, changed any of its employees accounting principles or agents over practices or revalued, wrote up, wrote down or wrote off the rate being paid to them at the Most Recent Balance Sheet Date; book value of any material asset; (xiu) made or permitted changed any amendment to Tax election, including any entity classification election for U.S. income tax purposes; changed any annual Tax accounting period; adopted or termination changed any method of Tax accounting; amended any material contractTax Return or filed any claim for a Tax refund; entered into any pre-filing agreement, advance pricing agreement, cost sharing agreement or license closing agreement in relation to which it is Taxes; settled or compromised any Tax claim, audit or assessment; surrendered any right to claim a party material Tax refund, offset or other than reduction in Tax liability; requested or consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment; incurred any liability for Taxes outside the ordinary course of business; or failed to pay any Tax that became due and payable (xiiincluding any estimated tax payments); (v) made capital expenditures adopted a plan of liquidation, arrangement, dissolution, merger, consolidation or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred other reorganization; or (w) committed in writing to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. Since Except for this Agreement and the Most Recent Balance Sheet DateTransactions contemplated hereby, since December 31, 2006 and as set forth in Section 4.8 of the business of Merging Entity Disclosure Schedule, (i) there has been conducted only no Business Material Adverse Effect and (ii) the Business has been operated in the ordinary course of business consistent with past practice and in substantially neither JPMorgan, the same manner as theretofore conductedCompany nor the Subsidiaries has sold, andtransferred or otherwise disposed of, or agreed or committed to sell, transfer or otherwise dispose of, any of the properties or assets of the Business. Since December 31, 2006, except as set forth in Section 4.8 of the Disclosure Schedule 2.21 attached to this Agreement, or in neither the Company nor any other Schedule attached to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: Subsidiary has: (i) issued issued, sold or transferred any stocksnotes, bonds or other corporate debt securities, any equity securities, any securities convertible, exchangeable or granted any optionsexercisable into shares of its capital stock or other equity securities, warrants or warrants, options or other rights calling for to acquire shares of its capital stock or other equity securities of the issue thereof; Company or any of its Subsidiaries; (ii) incurred, borrowed any amount or incurred or become subject toto any Indebtedness or other Liabilities, any material obligation or liability (whether absolute or contingent) except (A) current liabilities Liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; ; (iii) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability (whether absolute or contingent) Liability, other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case Liabilities paid in the ordinary course of business, or prepaid any amount of Indebtedness, other than in the ordinary course of business; (iv) subjected any portion of the assets of the Business to any Lien other than a Permitted Lien; (v) made any material promises or other commitments to any employee as to benefits, employment or remuneration which are not properly accrued or otherwise reflected in the Financial Statements; (vi) entered into, amended or terminated any Material Contract or taken any other action or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any other transaction other than in the ordinary course of business except as herein stated; business; (ixvii) amended its articles of incorporation entered into any other material transaction, whether or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than not in the ordinary course of business; , or materially changed any business practice; (viii) made any capital expenditures that aggregate in excess of $300,000; (ix) made any loans or advances to, or guarantees for the benefit of, any Persons; (x) cancelled or waived (i) any right material to the operation of the Business of the Company or any Subsidiary, or (xiiii) made capital expenditures any debts or entered into claims against any commitments therefor aggregating more than $5,000.00. Except as contemplated by this AgreementAffiliate of the Company or any Subsidiary; or (xi) agreed, whether orally or the Schedules referred in writing, to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) foregoing or agreed to take any action, that if taken prior to the date of this Agreement, would have made any representation or warranty in this Section 2.214.8 untrue or incorrect.

Absence of Certain Events. Since the Most Recent Annual Balance Sheet Date, (A) there has not been any Material Adverse Effect on the business of Merging Entity Business and (B) each Operating Company has been conducted only operated in its Ordinary Course of Business. Without limiting the ordinary course generality of the foregoing, except as listed in Schedule 3.15, since the Annual Balance Sheet Date, no Operating Company did any of the following: (a) (1) issued or otherwise allowed to become outstanding or acquired or pledged or otherwise encumbered any equity interest or other security of any Operating Company or right (including any option, warrant, put or call) to any such equity interest or other security, (2) declared, set aside or paid any dividend on, or made any other distribution in respect of, any of its equity interests or other securities, (3) split, combined or reclassified any of its equity interests or issued or authorized the issuance of any other security in respect of, in lieu of or in substitution for any of its equity interests or other securities or made any other change to its capital structure or (4) purchased, redeemed, cancelled or otherwise acquired any equity interest or any other security of any Operating Company or any right, warrant or option to acquire any such equity interest or other security; (1) except for sales of inventory in its Ordinary Course of Business, made any sale, lease to any other Person, license to any other Person or other disposition of any material asset, (2) failed to preserve and maintain all of the Leased Real Property in substantially the same manner condition as theretofore conductedexisted on the Interim Balance Sheet Date, andordinary wear and tear excepted, (3) erected any new improvement on any of the Leased Real Property, (4) made any capital expenditure or purchased or otherwise acquired any material asset (other than purchases of inventory in its Ordinary Course of Business and capital expenditures that do not exceed $25,000.00 (individually or in the aggregate), licensed any intangible asset from any other Person, except non-exclusive licenses in its Ordinary Course of Business of commercially available off-the-shelf software, leased any real property from any other Person or leased any tangible personal property from any other Person, except leases of tangible personal property in its Ordinary Course of Business under which the payments do not exceed $10,000.00 (individually or in the aggregate)), (5) acquired by merging with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any Person or division thereof, (6) disclosed any confidential, proprietary or non-public information, except as set forth is and was reasonably protected under a customary non-disclosure Contract or (7) adopted a plan of liquidation, dissolution, merger, consolidation, statutory share exchange, restructuring, recapitalization or reorganization; (c) granted or had come into existence any Encumbrance on any material Acquired Asset, other than (1) pursuant to a Major Contract listed in Schedule 2.21 attached Exhibit 1.1(a)(4), 1.1(a)(5) or 1.1(b)(3) or (2) any Permitted Encumbrance; (1) became a guarantor with respect to this Agreementany obligation of any other Person, (2) assumed or otherwise became obligated for any obligation of any other Person for borrowed money or (3) agreed to maintain the financial condition of any other Person; (1) incurred any indebtedness for borrowed money, (2) made any loan, advance or capital contribution to, or investment in, any other Person or (3) made or pledged to make any charitable or other capital contribution; (1) except in its Ordinary Course of Business, entered into any Major Contract, or amended or terminated in any respect that is or was material and adverse to any Operating Company any Major Contract to which any Operating Company is or was a party, or (2) waived, released or assigned any material right or claim under any such Major Contract; (g) (1) failed to prepare and timely file all Tax Returns with respect to any Operating Company required to be filed during such period or timely withhold and remit any employment Taxes with respect to any Operating Company, (2) filed any amended Tax Return, (3) made or changed any election with respect to Taxes or (4) settled or compromised any material Tax Liability, entered into any Tax closing agreement, surrendered any right to claim a refund of Taxes, waived any statute of limitations regarding any Tax, agreed to any extension of time regarding the assessment of any Tax deficiency or took any other similar action relating to any Tax; (1) adopted or changed any material accounting method or principle used by any Operating Company, except as required under GAAP or the Code or (2) changed any annual accounting period; (i) failed to (1) keep intact the then-existing business organization of any Operating Company, (2) keep available to any Operating Company the then-existing officer and management-level employees of such Operating Company or (3) preserve, and prevent any degradation in, any Operating Company’s relationship with any of its suppliers, customers or others having material business relations with any Operating Company; (1) adopted, entered into, amended or terminated any bonus, profit-sharing, compensation, severance, termination, pension, retirement, deferred compensation, trust, fund or other arrangement or other Plan for the benefit or welfare of any individual, (2) entered into or amended any employment arrangement or relationship with any new or existing employee that had or will have the legal effect of any relationship other than at-will employment, (3) increased any compensation or fringe benefit of any director, officer or management-level employee or paid any benefit to any director, officer or management-level employee, other than pursuant to a then-existing Plan and in amounts consistent with past practice, (4) granted any award to any director, officer or management-level employee under any bonus, incentive, performance or other compensation Plan (including the removal of any existing restriction in any Plan or award made thereunder), (5) entered into or amended any collective bargaining agreement or (6) except as required by Applicable Law or Contract that existed during such period, took any action to segregate any asset for, or in any other Schedule attached way secure, the payment of any compensation or benefit to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: any employee; (ik) issued any stocks, bonds amended or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurredchanged, or become subject authorized any amendment or change to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; Organizational Documents; (vil) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course its Ordinary Course of businessBusiness, (1) paid, discharged, settled or entered into satisfied any agreement claim, obligation or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses other Liability (whether absolute, accrued, contingent or not covered by insuranceotherwise) or waived (2) otherwise waived, released, granted, assigned, transferred, licensed or permitted to lapse any extraordinary rights right of material value; or (viiim) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this AgreementContract, or the Schedules referred agreed or committed (binding or otherwise), to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, the business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except (a) Except as set forth on Schedule 3.7(a), as provided in Schedule 2.21 attached this Agreement or where such action would not reasonably be expected to this Agreementhave a Material Adverse Effect, without the consent of the Purchaser (which shall not be unreasonably be withheld or in any other Schedule attached delayed), from the Interim Balance Sheet Date to this Agreementthe date hereof, Merging Entity the Seller has not, since and Uponor has not permitted the Most Recent Balance Sheet Date: Seller to: (i) issued sell, assign, transfer, lease or otherwise dispose of any stocksof the Contributed Assets that are material to the Seller, bonds or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except (Ai) current liabilities incurred in the ordinary course of business, (Bii) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; pursuant to an existing lease, Seller License or Contract, (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party pursuant to the transfer and assignment license of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than Intellectual Property in the ordinary course of business; or (xiiiv) made to Newco; (ii) amend any lease, Seller License, Third Party License or Material Contract; (iii) except in the ordinary course of business, make any capital expenditure or commit to make any capital expenditure which in any one case exceeds $25,000 or capital expenditures or entered into any commitments therefor aggregating more than which in the aggregate exceed $5,000.00. Except as contemplated by this Agreement25,000; provided, however, that the foregoing restriction shall not apply to capital expenditures that are (i) consistent with the level of capital expenditures for fiscal year 2003, or (ii) undertaken in order to replace or repair capital goods of the Schedules referred Seller in the ordinary course of business consistent with past practice; (iv) acquire a material amount of assets from any other Person except pursuant to existing Contracts or in the ordinary course of business; (v) mortgage, pledge or subject to Liens (other than Permitted Liens) any Contributed Assets or the Tulsa Real Estate except pursuant to existing Contracts; (vi) except in the ordinary course of business, assume, incur or guarantee any Indebtedness of the Seller or modify the terms of any existing Indebtedness of the Seller; (vii) amend the Seller’s Certificate of Incorporation (except as otherwise provided in this Agreement) or By-laws; (viii) except in the ordinary course of business or pursuant to existing Contracts, between (i) increase the wages, salaries, compensation, severance, pension or other benefits payable to any Employee, (ii) pay any bonus or other amount to any Employee, (iii) modify in any material respect any, or enter into any new, employment, deferred compensation, severance, retirement or other agreement or arrangement providing for additional or different benefits with any Employee other than those payable on the date hereof and hereof; (ix) adopt or amend in any respect any Benefit Plan except as required by applicable Law or as otherwise provided in this Agreement; (x) be party to any merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any substantial portion of the Closing Dateassets or any capital stock of or other equity interests in, Merging Entity will notthe Seller; (xi) make any material changes in the Seller’s accounting methods, without the prior written consent of Parentprinciples or practices, except for any such change required by GAAP; or (xii) agree to do any of the things listed above foregoing. (b) Except as disclosed on Schedule 3.7(b), as of the date hereof, there has not occurred or arisen (whether or not in clauses the ordinary course of business) since the Interim Balance Sheet Date: (i) through any material adverse change in the financial condition, prospects, or operations of the Business of the Seller or Newco; (xiiii) any loss of this Section 2.21or damage to the Contributed Assets or the Tulsa Real Estate due to abuse, misuse, fire or other casualty; (iii) any Proceeding brought by any employee of the Seller or, to the Knowledge of the Seller and Uponor, threatened in writing, against the Seller related to employment discrimination, wrongful discharge, or otherwise relating to such individual’s employment relationship with the Seller; (iv) any product liability claims or losses; and (v) any other event or condition that has occurred or exists which, singly or in the aggregate, would have a Material Adverse Effect on the Contributed Assets or the Business of the Seller or Newco.

Absence of Certain Events. Since Except as set forth in Section 4.21 of the Most Recent Company Disclosure Schedule, since the Balance Sheet Date, neither the business of Merging Entity has been conducted only in Company nor the ordinary course and in substantially the same manner as theretofore conductedSubsidiary has: (a) taken any action to amend its organizational documents; (b) issued, andtransferred, except as set forth in Schedule 2.21 attached to this Agreementredeemed or repurchased, directly or in indirectly, any other Schedule attached to this Agreementstock, Merging Entity has notbonds, since the Most Recent Balance Sheet Date: (i) issued any stocks, bonds notes or other corporate securities or granted grant any optionsoption or issue any warrant to purchase or subscribe for any of such securities or issue any securities convertible into such securities (except repurchases at cost pursuant to existing contract rights upon termination of service); (c) incurred any Indebtedness, warrants or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) in excess of $15,000 in the aggregate, except (A1) current liabilities incurred in the ordinary course of business, and (B2) obligations under contracts entered into in the ordinary course of business and business; (Cd) obligations under contracts not entered into mortgaged, pledged, or subjected to any Lien, charge or any other encumbrance (other than Permitted Liens) any of their respective assets or properties; (e) sold, assigned, transferred, abandoned or exclusively licensed any of its tangible or intangible assets, except for tangible or intangible assets sold, assigned, transferred, or licensed in the ordinary course of business which are listed in Schedule 2.20; and/or non-material Intellectual Property abandoned by the Company or the Subsidiary; (iiif) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case the ordinary course of business; (g) merged or consolidated with or into any corporation or other entity or otherwise acquired any business or entity or portion thereof, however structured; (h) incurred or made any capital expenditure in excess of $15,000 in the aggregate; (i) instituted or permitted any material change in its method of purchase, sale, lease, management, marketing, promotion or operation or change its cash management practices (including, with respect to accounts receivable and inventory); (j) terminated or materially modified or amended any Contract entered into any new Contract; (k) made or granted any bonus or increase in the compensation or benefits of any employee or officer of the Company or the Subsidiary, other than with respect to such payments in the ordinary course of businessbusiness consistent with past practice or pursuant to payments earned under the Company’s existing bonus plans for the current fiscal or calendar year, in each case as disclosed to Parent; (l) instituted or entered into settled any agreement claim or arrangement granting any preferential rights to purchase any lawsuit involving equitable or injunctive relief or the payment by or on behalf of its assets, properties the Company or rights or which required the consent Subsidiary of any party to more than $15,000 in the transfer and assignment of any of its assets, properties or rights; aggregate; (viim) suffered any extraordinary losses (or waived any rights of material value, whether or not in the ordinary course of business and whether or not covered by insurance; (n) suffered any theft, damage, destruction or waived any extraordinary rights casualty loss in excess of value; $15,000, to its assets, whether or not covered by insurance; (viiio) entered into any transaction conducted its billing and collection of receivables, inventory purchases and cash management practices other than in the ordinary course of business except as herein stated; or changed its pricing structure; (ixp) amended delayed or postponed the repair and maintenance of its articles properties or the payment of incorporation accounts payable, accrued liabilities and other obligations and liabilities, or bylaws; (x) increased negotiated with any party to extend the rate payment date of compensation any accounts payable or accelerated the collection of any accounts or notes receivable; (q) taken, or omitted to become payable by it take, any action which would be reasonably likely to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; result in a Material Adverse Effect; (xir) made or permitted changed any amendment to election, changed an annual accounting period, adopted or termination of changed any material contractaccounting method, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or filed any amended Tax Return, entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreementclosing agreement, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or taken any other similar action relating to the Schedules referred to in this Agreementfiling of any Tax Return or the payment of any Tax, between if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the date hereof and effect of increasing the present or future Tax liability of the Company or the Subsidiary for any period or decreasing any Tax attribute of the Company existing on the Closing Date, Merging Entity will not, without the prior written consent of Parent, ; or (s) committed or agreed to do any of the things listed above foregoing in clauses (i) through (xii) of this Section 2.21the future.

Absence of Certain Events. Since Except as expressly contemplated herein or as listed on Schedule 3.13, from the Most Recent Balance Sheet DateInterim Statement Date to the date of this Agreement no Acquired Company did any of the following: (a) (1) issued or otherwise allowed to become outstanding or acquired or pledged or otherwise encumbered any equity interest or other security of an Acquired Company or right (including any option, warrant, put or call) to any such equity interest or other security (other than as may arise by the terms of this Agreement), (2) split, combined or reclassified any of its equity interests or issued or authorized the issuance of any other security in respect of, in lieu of or in substitution for any of its equity interests or other securities or made any other change to its capital structure or (3) purchased, redeemed or otherwise acquired any equity interest or any other security of such Acquired Company or of any other Acquired Company or any right, warrant or option to acquire any such equity interest or other security; (1) except for sales of inventory in its Ordinary Course of Business, made any sale, lease to any other Person, license to any other Person or other disposition of any asset that is material to the Business, (2) made any capital expenditure or purchased or otherwise acquired any material asset (other than purchases of inventory in its Ordinary Course of Business and other than capital expenditures that do not exceed the current business plan and annual budget), (3) leased any real property from any other Person or leased any tangible personal property from any other Person, except leases of tangible personal property in its Ordinary Course of Business, (4) acquired by merging with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any Person or division thereof, or (5) adopted a plan of liquidation, dissolution, merger, consolidation, statutory share exchange, restructuring, recapitalization or reorganization; (c) granted or had come into existence any material Encumbrance on any asset, other than (1) as listed in Schedule 3.8(a), or (2) any Permitted Encumbrance; (d) (1) became a guarantor with respect to any obligation of any other Person, other than any other Acquired Company, (2) assumed or otherwise became obligated for any obligation of any other Person for borrowed money, other than any other Acquired Company, or (3) agreed to maintain the financial condition of any other Person, other than any other Acquired Company; (e) incurred any Indebtedness for borrowed money (for the avoidance of doubt, the business need to have or put in place, or collateralize, any letter of Merging Entity has been conducted only credit is not itself considered indebtedness for borrowed money under this clause), other than Indebtedness to any other Acquired Company, that will not be satisfied at or before Closing or made any loan, advance or capital contribution to any other Person, other than any other Acquired Company, other than a transaction with an Acquired Company that will be satisfied or otherwise completed at or before Closing; (f) except in its Ordinary Course of Business and except for any Major Contract listed in Schedule 3.8(a) (or a Contract not required to be disclosed in Schedule 3.8(a) to avoid a breach of Section 3.8), entered into any material Contract or amended or terminated in any respect that is material and adverse to any Acquired Company any material Contract to which such Acquired Company is a party, in each case that is not terminable at will or upon not more than 90 days’ notice by any Acquired Company without any obligation of any Acquired Company, except any obligation with respect to any event before the ordinary course termination thereof; (g) failed to prepare and in substantially the same manner as theretofore conductedtimely file all Tax Returns with respect to such Acquired Company required to be filed during such period or timely withhold and remit any Taxes (including, andwithout limitation, employment Taxes) with respect to such Acquired Company (taking into account any proper extension); (1) adopted or changed any material accounting method or principle used by such Acquired Company, except as set forth in Schedule 2.21 attached to this Agreement, required under GAAP or in (2) changed any other Schedule attached to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: annual accounting period; (i) issued except in its Ordinary Course of Business or as required by Applicable Law, (1) adopted, entered into, amended or terminated any stocksCompany Plan, bonds (2) entered into or amended any employment arrangement or relationship with any new or existing employee that had or will have the legal effect of any relationship other than at-will employment or employment subject to termination upon not more than 90 days’ notice by any Acquired Company without any obligation of any Acquired Company, except any obligation with respect to any event before the termination thereof, (3) increased any compensation or fringe benefit of any director, officer or management-level employee, other than pursuant to a then-existing Company Plan and in amounts consistent with past practice, (4) granted any award to any director, officer or management-level employee under any bonus, incentive, performance or other corporate securities compensation Company Plan (including the removal of any existing restriction in any Company Plan or granted award made thereunder) or (5) entered into or amended any options, warrants collective bargaining agreement; (j) amended or other rights calling for the issue thereof; (ii) incurredchanged, or become subject authorized any amendment or change to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangibleOrganizational Documents; or (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viiik) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or Contract to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. Since the Most Recent Balance Sheet DateDecember 31, the business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted2009, and, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity Purchaser has not, since the Most Recent Balance Sheet Date: (ia) issued incurred any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (liability, whether absolute or contingent) , except (A) current obligations and liabilities incurred in the ordinary course of its business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iiib) discharged or satisfied any lien or encumbrance or paid any obligation or liability (liability, whether absolute or contingent) , other than current liabilities shown on having become due and payable since December 31, 2009 in the Most Recent Balance Sheet and current liabilities incurred since ordinary course of its business; (c) made or agreed to make any wage, salary, or employee benefit increases for full-time employees; (d) made any loans or guarantees to or for the Most Recent Balance Sheet Date benefit of any of its officers, directors, employees, or any members of their immediate family; (e) sold or transferred any of its tangible or intangible assets or canceled any debts or claims, except, in each case, in the ordinary course of business; (ivf) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgagedsold, pledged or subjected to lienassigned, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties trademark or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rightstrade name; (viig) suffered any extraordinary material losses (whether or not covered by insurance) or waived any extraordinary rights right of value; (viii) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party substantial value other than in the ordinary course of business; or (xiih) made capital expenditures or entered into suffered any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreementloss, damage, or the Schedules referred destruction to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses its properties due to fire or other casualty whether or not insured, which loss, damage, or destruction materially and adversely affects its business, properties or operations; (i) through issued or sold or agreed to issue or sell any shares of its capital stock or any other securities or reclassified or agreed to reclassify its capital stock; (xiij) mortgaged, pledged, or subjected to lien, charge or other encumbrance any of its tangible or intangible assets, except the lien of current real and personal property taxes not yet due and payable, or purchase money or similar liens incurred in the ordinary course of business; (k) made or agreed to make capital expenditures in excess of $50,000; (l) declared or paid a dividend or transferred property or loaned any money or agreed to loan money to any of its directors or officers, except as disclosed in Section 3.2(q) of this Section 2.21the Purchaser Disclosure Schedule; (m) amended its Articles of Incorporation or Bylaws; (n) conducted its business otherwise than in its ordinary and usual manner; or (o) become aware of an event, transaction, or circumstance which does or could materially adversely affect its condition (financial or otherwise), assets, liabilities, earnings, business, or operations.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, the business of Merging Entity all Acquired Corporations has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has notand no Acquired Corporation has, since the Most Recent Balance Sheet Date: (i) issued any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling for the issue thereof, or increased any form of compensation or other benefits payable or to become payable to any of the employees, directors or officers of an Acquired Corporation; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except except: (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business business, and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.206.20 attached hereto; (iii) discharged or satisfied any lien or encumbrance Encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbranceEncumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than CDN $5,000.001,000.00; (xiii) purchased, leased or otherwise acquired any properties or assets, except in the ordinary course of business; (xiv) waived, cancelled or written-off any rights, claims, accounts receivable or any amounts payable to an Acquired Corporation, except in the ordinary course of business; (xv) had any customer terminate, or communicate to an Acquired Corporation the intention or threat to terminate, its relationship with an Acquired Corporation, except in the case of customers whose business are not individually or in the aggregate material to any Acquired Corporation's business; or (xvi) made any material change with respect to any method of management, operation or accounting in respect of any Acquired Corporation's business. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will notno Acquired Corporation will, without the prior written consent of Parentthe Buyer, do any of the things listed above in clauses (i) through (xiixvi) of this Section 2.216.21.

Absence of Certain Events. Since Except as listed in Schedule 4.15, since the Most Recent Interim Balance Sheet Date, (a) the business Company has not had any Material Adverse Effect and (b) other than the sale process leading to the proposed sale of Merging Entity the Company, the Company has been conducted only operated in its Ordinary Course of Business. Without limiting the ordinary course generality of the foregoing, except as listed in Schedule 4.15, since the Interim Balance Sheet Date through the date hereof, the Company has not done any of the following: (1) (A) issued or otherwise allowed to become outstanding or acquired or pledged or otherwise encumbered any equity interest or other security of the Company or right (including any option, warrant, put or call) to any such equity interest or other security, (B) declared, set aside or paid any dividend on, or made any other distribution in respect of, any of its equity interests or other securities (other than cash distributions to Seller), (C) split, combined or reclassified any of its equity interests or issued or authorized the issuance of any other security in respect of, in lieu of or in substitution for any of its equity interests or other securities or made any other change to its capital structure or (D) purchased, redeemed or otherwise acquired any equity interest or any other security of the Company or any right, warrant or option to acquire any such equity interest or other security; (2) (A) except for sales of inventory in its Ordinary Course of Business or cash distributions to Seller, made any sale, lease to any other Person, license to any other Person or other disposition of any material asset, (B) failed to preserve and maintain all of the Real Property in substantially the same manner condition as theretofore conducted, and, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has not, since existed on the Most Recent Interim Balance Sheet Date: , ordinary wear and tear excepted, (iC) issued erected any stocksnew material improvement on any of the Real Property, bonds (D) made any capital expenditure or purchase or otherwise acquired any material asset (other corporate securities than purchases of inventory in its Ordinary Course of Business, capital expenditures that would be permitted under Section 6.4(b) and other capital expenditures that in the aggregate do not exceed $500,000), licensed any material intangible asset from any other Person (other than non-exclusive licenses in its Ordinary Course of Business of commercially available off-the-shelf software), leased any real property from any other Person or granted leased any optionsmaterial tangible personal property from any other Person (other than any lease of tangible personal property in its Ordinary Course of Business or under which the payments does not exceed $50,000), warrants or other rights calling for the issue thereof; (iiE) incurredacquired by merging with, or become subject toby purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any Person or division thereof, or (F) adopted a plan of liquidation, dissolution, merger, consolidation, statutory share exchange, restructuring, recapitalization or reorganization; (3) granted or had come into existence any Encumbrance on any material obligation or liability (whether absolute or contingent) except asset, other than (A) current liabilities incurred in the ordinary course pursuant to a Major Contract or (B) any Permitted Encumbrance; (4) (A) became a guarantor with respect to any obligation of businessany other Person, (B) obligations under contracts entered into in the ordinary course assumed or otherwise became obligated for any obligation of business and any other Person for borrowed money or (C) obligations under contracts agreed to maintain the financial condition of any other Person; (5) (A) incurred any indebtedness for borrowed money that will not be satisfied at Closing pursuant to a Payoff/Release Letter, (B) made any loan, advance or capital contribution to, or investment in, any other Person or (C) made or pledged to make any charitable or other capital contribution; (A) except in its Ordinary Course of Business, entered into any Contract that would constitute a Major Contract, or terminated or amended in any respect that is material and adverse to the ordinary course Company any Major Contract; or (B) waived, released or assigned any material right or material claim under any Major Contract; (7) (A) failed to prepare and timely file all Tax Returns with respect to the Company required to be filed (unless validly extended) or timely withhold and remit any employment Taxes with respect to the Company, (B) made or changed any election with respect to Taxes or (C) settled or compromised any material Tax Liability in dispute, entered into any Tax closing agreement, surrendered any right to claim a material refund of Taxes, waived any statute of limitations regarding any Tax, agreed to any extension of time regarding the assessment of any Tax deficiency or taken any other similar action relating to any Tax, if any of the foregoing in this clause (C) had the effect of increasing the Tax Liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company for any such period; (8) (A) adopted or changed any material accounting method or principle used by the Company, except as required pursuant to changes in GAAP or the Code that become effective after the Interim Balance Sheet Date, or (B) changed any annual accounting period; (9) failed to use commercially reasonable efforts to (A) keep available to the Company present officer and Management-Level Employees of the Company or (B) preserve, and prevent any material degradation in, the Company’s relationship with its suppliers and customers having material business which are listed relations with the Company; (10) (A) adopted, entered into, amended or terminated any bonus, profit-sharing, compensation, severance, termination, pension, retirement, deferred compensation, trust, fund or other similar arrangement or other Plan for the benefit or welfare of any individual, other than amendments to Plans required solely for the purpose of complying with ERISA or other Applicable Laws, (B) entered into or amended any employment arrangement or relationship with any new or existing employee that has the legal effect of any relationship other than at-will employment, (C) increased any compensation or fringe benefit of any director, officer or Management-Level Employee or paid any benefit to any director, officer or Management-Level Employee, other than pursuant to the existing terms of an existing Plan, (D) granted any award to any director, officer or Management-Level Employee under any bonus, incentive, performance or other compensation Plan (including the removal of any existing restriction in Schedule 2.20; any Plan or award made thereunder), or (iiiE) discharged entered into or amended any collective bargaining agreement; (11) amended any of its Organizational Documents; (12) except in its Ordinary Course of Business, (A) paid, discharged, settled or satisfied any lien material claim or encumbrance material Liability or paid (B) otherwise waived, released, granted, assigned, transferred, licensed or permitted to lapse any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course right of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of material value; or (viii13) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or Contract to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, (A) there has not been any Material Adverse Effect on the Business and (B) the Company has been operated in its Ordinary Course of Business. Without limiting the generality of the foregoing, except as listed in Section 3.15 of the Sellers’ Disclosure Schedule, since the Annual Balance Sheet Date, the business Company did not do any of Merging Entity has been conducted only the following: (1) issued or otherwise allowed to become outstanding or acquired or pledged or otherwise encumbered any equity interest or other security of the Company or right (including any option, warrant, put or call) to any such equity interest or other security, (2) declared, set aside or paid any dividend on, or made any other distribution in respect of, any of its equity interests or other securities, (3) split, combined or reclassified any of its equity interests or issued or authorized the ordinary course issuance of any other security in respect of, in lieu of or in substitution for any of its equity interests or other securities or made any other change to its capital structure or (4) purchased, redeemed or otherwise acquired any equity interest or any other security of the Company or any right, warrant or option to acquire any such equity interest or other security; (1) except for sales of inventory in its Ordinary Course of Business, made any sale, lease to any other Person, license to any other Person or other disposition of any material asset, (2) failed to preserve and maintain all of the Leased Real Property in substantially the same manner condition as theretofore conductedexisted on the Balance Sheet Date, andordinary wear and tear excepted, (3) erected any new, material improvement on any of the Leased Real Property, (4) made any material capital expenditure or purchased or otherwise acquired any material asset (other than purchases of inventory in its Ordinary Course of Business and capital expenditures that do not exceed $25,000.00 (individually or in the aggregate), licensed any intangible asset from any other Person, except non-exclusive licenses in its Ordinary Course of Business of commercially available off-the-shelf software, leased any real property from any other Person or leased any tangible personal property from any other Person, except leases of tangible personal property in its Ordinary Course of Business under which the payments do not exceed $10,000.00 (individually or in the aggregate)), (5) acquired by merging with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any Person or division thereof, (6) disclosed any material confidential, proprietary or non-public information, except as set forth is and was reasonably protected under a customary non-disclosure Contract or (7) adopted a plan of liquidation, dissolution, merger, consolidation, statutory share exchange, restructuring, recapitalization or reorganization; (c) granted or had come into existence any Encumbrance on any material asset, other than (1) pursuant to a Major Contract listed in Schedule 2.21 attached Schedules 1.1(a)(4), 1.1(a)(5), 1.1(b)(3) or 1.1(b)(4) or (2) any Permitted Encumbrance; (1) became a guarantor with respect to this Agreementany obligation of any other Person, (2) assumed or otherwise became obligated for any obligation of any other Person for borrowed money or (3) agreed to maintain the financial condition of any other Person; (1) incurred any indebtedness for borrowed money that will not be satisfied at Closing, (2) made any loan, advance or capital contribution to, or investment in, any non-Affiliate or (3) made or pledged to make any charitable or other capital contribution; (1) except in its Ordinary Course of Business, entered into any material Contract (other than any of the Material Contracts), or amended or terminated in any respect that is or was material and adverse to the Company any material Contract to which the Company is or was a party, or (2) waived, released or assigned any material right or claim under any such material Contract; Table of Contents (g) (1) adopted or changed any material accounting method or principle used by the Company, except as required under GAAP or the Code or (2) changed any annual accounting period; (h) failed to (1) keep intact the then-existing business organization of the Company, (2) keep available to the Company the then-existing officer and management-level employees of the Company, or (3) maintain the Company’s relationship with any of its suppliers, customers or others having material business relations with the Company, except for such relationships that expired by their terms; (1) adopted, entered into, amended or terminated any bonus, profit-sharing, compensation, severance, termination, pension, retirement, deferred compensation, trust, fund or other arrangement or other Plan for the benefit or welfare of any individual, (2) entered into or amended any employment arrangement or relationship with any new or existing employee that had or will have the legal effect of any relationship other than at-will employment, (3) increased any compensation or fringe benefit of any director, officer or management-level employee or paid any benefit to any director, officer or management-level employee, other than pursuant to a then-existing Plan or in amounts consistent with past practice, (4) granted any award to any director, officer or management-level employee under any bonus, incentive, performance or other compensation Plan (including the removal of any existing restriction in any Plan or award made thereunder), (5) entered into or amended any collective bargaining agreement or (6) except as required by Applicable Law or Contract that existed during such period, took any action to segregate any asset for, or in any other Schedule attached way secure, the payment of any compensation or benefit to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: any employee; (ij) issued any stocks, bonds amended or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurredchanged, or become subject authorized any amendment or change to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; Organizational Documents; (vik) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course its Ordinary Course of businessBusiness, (1) paid, discharged, settled or entered into satisfied any agreement claim, obligation or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses other Liability (whether absolute, accrued, contingent or not covered by insuranceotherwise) or waived (2) otherwise waived, released, granted, assigned, transferred, licensed or permitted to lapse any extraordinary rights right of material value; or (viiil) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this AgreementContract, or the Schedules referred agreed or committed (binding or otherwise), to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, the business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except Except as set forth in Schedule 2.21 attached to this Agreementthe Disclosure Letter, there has not been since December 31, 1997: (a) any adverse change in the Business or in any other Schedule attached to this Agreementthe financial condition, Merging Entity has not, since the Most Recent Balance Sheet Date: (i) issued any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties liabilities, earnings or rightsresults of operations of the Business of the Sellers that constitutes a Material Adverse Effect; (b) any damage, destruction or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses casualty loss (whether or not covered by insurance) that constitutes a Material Adverse Effect; (c) any material change in the accounting methods or waived business practices followed by the Sellers; (d) any extraordinary rights direct or indirect redemption or purchase or other acquisition by the either Seller of valueany shares of its capital stock or any acquisition or proposed acquisition of real property by such Seller; (e) any declaration, setting aside or payment of any dividend or distribution (whether in cash, capital stock or property) by either Seller with respect to its capital stock which would leave either Seller with current liabilities, as set forth, or as required to be set forth, on the June 30, 1998 Balance Sheets, in excess of such Seller's cash and cash equivalents, as set forth on the June 30, 1998 Balance Sheets; (f) any increase in any manner of the benefits or other compensation of any of either Seller's employees except normal increases in accordance with established prior practice; any payment or agreement to pay any pension, retirement or severance allowance not required by any existing plan or agreement to any current or former officer or employee of either Seller; or any amendment to any employment agreement or any incentive compensation, profit sharing, stock purchase, stock option, stock appreciation rights, savings, consulting, deferred compensation, retirement, pension or other "fringe benefit" plan or arrangement with or for the benefit of any current or former officer or employee of either Seller; (viiig) entered into any transaction sale, transfer, lease, assignment or other than disposition by either Seller of any of its property, or any tangible or intangible asset used in the operation of the Business, to any other person or entity, except in the ordinary course of business except as herein stated; the Business; (ixh) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material oral or written contract, agreement or license to which it either Seller is a party other than in the ordinary course or by which it is bound; (i) any revaluation by either Seller of business; or any of its Assets; (xiij) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreementmortgage, pledge, or other encumbrance of any of the Schedules referred Assets of either Seller; or (k) any agreement (oral or written) by either Seller to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above described in clauses (i) through (xii) of this Section 2.213.4.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, the business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except Except as set forth in Schedule 2.21 attached to this Agreementon Section 2.01(o) of the Disclosure Schedule, or in any other Schedule attached to this Agreementthere has not been since March 31, Merging Entity has not, since the Most Recent Balance Sheet Date1996: (i) issued any stocksentry into any agreement or understanding between the Company or any of its Subsidiaries on the one hand, bonds and any of their respective officers or employees on the other hand, providing for employment of any such officer or employee or any general or material increase in compensation, severance or termination benefits payable or to become payable by the Company or any of its Subsidiaries to any of their respective officers or employees, or any increase in any bonus, insurance, pension or other corporate securities employee benefit plan, payment or granted arrangement made to, for or with any options, warrants such officer or other rights calling for the issue thereofemployee; (ii) incurred, any labor dispute which is or become subject to, any could reasonably be expected to be material obligation to the Business or liability (whether absolute or contingent) except (A) current liabilities incurred in Condition of the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20Company; (iii) discharged any entry by the Company or satisfied any of its Subsidiaries into any material commitment, agreement, license or transaction (including, without limitation, any borrowing, capital expenditure, sale of assets or any mortgage, pledge, lien or encumbrance encumbrances made on any of the properties or paid any obligation assets of the Company or liability (whether absolute or contingentits Subsidiaries) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary and usual course of business; (iv) declared any change in the accounting methods of the Company or made any of its Subsidiaries; or (v) any agreement to do any of the foregoing. Except as set forth in Section 2.01(o) of the Disclosure Schedule, since September 30, 1996, (i) the Company has not declared, set aside for payment of dividends or agreed to declare or set aside for payment any dividend or other distribution of (whether in cash, stock or property or any assets of any kind whatsoever to stockholders or purchased or redeemed any combination thereof) in respect of its capital stock; , (vii) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of the Company and its assets and properties, real, tangible or intangible; Subsidiaries (via) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than have operated only in the ordinary course of business except as herein stated; consistent with past practices, (ixb) amended its articles of incorporation have not paid, discharged or bylaws; (x) increased the rate of compensation payable satisfied or agreed to become payable by it to any of its employees pay, discharge or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of satisfy any material contractclaims, agreement liabilities or license to which it is a party obligations (absolute, accrued or unaccrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business; business of liabilities reflected or reserved against in the Unaudited Financial Statements or incurred after the date of such Unaudited Financial Statements in the ordinary course of business consistent with past practices and (xiic) have not made capital expenditures any payments to any Related Party other than pursuant to the terms of any Contract or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this AgreementEmployee Benefit Plan properly listed in the Disclosure Schedule, or the Schedules referred agreed to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do make any of the things listed above in clauses (i) through (xii) of this Section 2.21such payments.

Absence of Certain Events. Since Except as specifically stated in Schedule 5.5, from January 1, 2022 to the Most Recent Balance Sheet Datedate of this Agreement, the business of Merging Entity Business has been conducted only operated in the ordinary course and there has not been: (a) any Material Adverse Effect; (b) any other event or condition of any character that it is reasonable to expect will, individually or in substantially the same manner as theretofore conductedaggregate with other events or conditions, andresult in a Material Adverse Effect; (c) change in the practices and procedures with respect to collection of accounts receivable, except as set forth in Schedule 2.21 attached to this Agreementestablishment of reserves for uncollectible accounts receivable, accrual of accounts receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, or in acceptance of customer deposits; (d) any other Schedule attached to this Agreementmaterial damage, Merging Entity has not, since the Most Recent Balance Sheet Date: (i) issued any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurreddestruction, or become subject to, any material obligation loss that has not been repaired or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses replaced (whether or not covered by insurance) affecting the Purchased Assets or waived otherwise affecting Seller or the Business, its properties, prospects, operations, earnings, assets, liabilities, or condition (financial or otherwise); (e) any extraordinary cancellation of any debts owing to Seller (except immaterial cancellations in the ordinary course of business) or any waiver of any material rights of value; value to Seller; (viiif) entered any cancellation, termination, modification, change, waiver, or material breach of any existing contract of which Seller is a party that has resulted or may result in a Material Adverse Effect or the entering into of any transaction Material Contract not reflected in the Schedules annexed hereto, or the termination or, to the Knowledge of Seller any threatened termination of any customer’s relationship with Seller; (g) any transfer, lapse, or grant of any rights in the Intellectual Property Assets or any disposition or disclosure to any Person of any trade secrets relating to the Business that has resulted or could reasonably be expected to result in a Material Adverse Effect; (h) the entering into, creation, or allowance of any new Lien on any Purchased Assets other than Permitted Liens; (i) any material increase or any change in any assumptions underlying or methods of calculating any bad debt, contingency, Tax, or other reserves or any change in the Business’s accounting practices, methods, or assumptions (including changes in estimates or valuation methods); (j) any lease or sublease of real property by Seller or the exercise of any purchase options or rights of first refusal contained in any lease or sublease to which Seller is a party, or the termination, surrender, cancellation, or assignment of any of Seller’s properties demised under any leases, or any part thereof, except those that are immaterial in the ordinary course of business except as herein stated; consistent with past practice; (ixk) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable incurring by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination Seller of any material contractindebtedness for borrowed money, the entering into of any commitment to borrow money, or making any loans or agreements to lend money to third parties, or the agreement or license to which it is a party guaranty any obligations of third parties (other than accounts payable in the ordinary course of business or the negotiation and collection of immaterial negotiable instruments in the ordinary course of business; ); (l) the writing up or (xii) made capital expenditures writing down of the value of any of Seller’s assets on its financial statements or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreementsale, exchange, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent disposal of Parent, do any of Seller’s assets or rights, other than the things listed above sale of its services, inventory, equipment, or other property in clauses the ordinary course of business; (m) declared, set aside, or made any cash or non-cash distributions of any kind to its members, or made any direct or indirect redemption, retirement, purchase, or other acquisition of any of Seller’s membership interests; (n) any resignation or termination of any key employee of Seller, or receipt by Xxxxxx of notice from any key employee of Seller of his or her intention to resign; or (o) any (i) through grant of an increase in compensation payable or compensation to become payable to any of Seller’s managers, members, officers, employees, or contractors, (xiiii) establishment of this Section 2.21new benefits to Seller’s managers, members, officers, employees, or contractors, (iii) increase to existing benefits to Seller’s managers, members, officers, employees, or contractors, or (iv) modification to any collective bargaining agreement to which Seller may be bound inconsistent with past practices.

Absence of Certain Events. Since the Most Recent Reference Balance Sheet Date, there has not been any Company Material Adverse Effect. Since the Reference Balance Sheet Date, the Company and its Subsidiaries has conducted their business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except of business consistent with past practice. Except as set forth in on Section 3.7 of the Company Disclosure Schedule 2.21 attached to or as contemplated by this Agreement, or in any other Schedule attached to from the Reference Balance Sheet Date through the date of this Agreement, Merging Entity has not, since neither the Most Recent Balance Sheet Date: Company nor any Subsidiary of the Company has: (a) (i) issued issued, sold, repurchased, redeemed or acquired any stocks, bonds shares of capital stock or other corporate securities equity interests, or granted or entered into any rights, warrants, options, warrants agreements or other rights calling for commitments with respect to the issue thereofissuance of such capital stock or such equity interests, except pursuant to the terms of the ESOP; (ii) incurreddeclared, set aside or paid any dividend or other distribution (whether in cash, securities or property or other combination thereof) in respect of any shares of capital stock or other equity interest of such entity, or become subject (iii) adjusted, split, combined, subdivided or reclassified any shares of capital stock or other equity interest of such entity; (b) granted any increase in the base compensation of, or paid any bonuses or other compensation to, any of their officers and employees outside the ordinary course of business; (c) adopted, amended, or increased the payments or benefits under, any Employee Benefit Plan in any material obligation respect; (d) entered into, amended, terminated, or liability assigned any Material Company Contract; (whether absolute e) acquired inventory, assets or contingentother properties outside of the ordinary course of business; (f) sold, leased, or otherwise disposed of any assets or properties other than (i) sales of inventory in the ordinary course of business, and (ii) dispositions of obsolete equipment or unsaleable inventory in the ordinary course of business; (g) made any loans or advances to any Person, except (A) current liabilities for advances to employees of the Company or its Subsidiaries for expenses incurred in the ordinary course of business; (h) incurred, assumed or guaranteed any Indebtedness (B) obligations under contracts including, without limitation, entered into any guarantees in favor of any Person guaranteeing obligations of such Person, or caused any letter of credit to be issued for the ordinary course account of business the Company or any Subsidiary of the Company), but excluding guarantees and letters of credit issued pursuant to and money borrowed under the Company Credit Facilities; (Ci) obligations under contracts not entered into in permitted or allowed any of the ordinary course assets of business which are listed in Schedule 2.20; (iii) discharged or satisfied the Company to be subject to any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) Encumbrance other than current liabilities shown on any Permitted Encumbrance; (j) cancelled, waived, settled or comprised any Proceeding disclosed in Section 3.14 of the Most Recent Balance Sheet Company Disclosure Schedule; (k) cancelled, compromised, waived or released any right or claim (or series of related rights and current liabilities incurred since the Most Recent Balance Sheet Date in claims) either involving more than $100,000 or outside the ordinary course of business; ; (ivl) declared or made any payment of dividends change in connection with its accounts payable or distribution of accounts receivable terms, systems, policies or procedures; (m) experienced any assets of any kind whatsoever to stockholders damage, destruction or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses loss (whether or not covered by insurance) to any of its assets in excess of $100,000; (n) made any material change in its accounting or waived any extraordinary rights of valuetax methods; or (viiio) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation agreement, whether oral or bylaws; (x) increased the rate of compensation payable or written, to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, the business Business of Merging Entity United has been conducted operated only in the ordinary and normal course and in substantially of Business. Since the same manner as theretofore conducted, and, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: : (a) There has not been any adverse change in the financial condition, Assets, liabilities, results of operations, Business, prospects or condition, financial or otherwise, of United and there has been no occurrence, circumstance or combination thereof which would reasonably be expected to result in any such adverse change thereto before or after the Closing Date; (b) There has not been any damage, destruction or loss, whether covered by insurance or not, adversely affecting the Assets or the Business; (c) There has not been any increase or decrease in the compensation payable to or to become payable by United to any of the officers, key employees or agents of the Business, or change in any insurance, pension or other beneficial plan, payment or arrangement made to, for or with any of such officers, key employees or agents or any commission or bonus paid to any of such officers, key employees or agents; (d) United has not (i) issued incurred any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability or assumed, guaranteed, endorsed or otherwise become responsible for the liabilities or obligations of any other person (whether absolute absolute, accrued, contingent or contingent) otherwise), except (A) current liabilities normal trade or business obligations incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iiiii) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability (whether absolute absolute, accrued, contingent or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgagedotherwise), pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; (iii) mortgaged, pledged, created or subjected to a Lien any of the Assets; (iv) sold, assigned, transferred, leased or otherwise disposed of any of the Assets, except in the ordinary course of business, or acquired any Assets or any interest therein except in the ordinary course of business; (v) amended, terminated, waived or released any rights or canceled any debt owing to or claim by United; (vi) transferred or granted any rights under any Contracts and Other Agreements, patents, inventions, trademarks, trade names, service marks or copyrights, or registrations or licenses thereof or applications therefor, or with respect to any know-how or other proprietary or trade rights; (vii) modified or changed any Material Contracts; or (xiiviii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except transaction, contract or commitment which by reason of its size or otherwise was material to the Business of United or financial condition of United or which was not in the ordinary course of United's Business as contemplated by this Agreementnow conducted; (e) United has not terminated, discontinued, closed or disposed of any plant, facility or business operation related to the Schedules referred to Business of United; (f) United has not made any investment of a capital nature affecting the Business except in this Agreement, between the date hereof ordinary course of business and consistent with past business practices; and (g) There has not been any other event or condition of any character whatsoever which has had or may have a Material Adverse Effect on the Closing Date, Merging Entity will not, without the prior written consent Assets or Business of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21United.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, the business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except as set forth in Schedule 2.21 attached Except for matters attributable to this Agreement, any DonTech Act or in any other Schedule attached to this Agreement, Merging Entity has notOmission, since December 31, 2003, there has not been any Company Material Adverse Change and each of the Most Recent Balance Sheet Date: Sellers, SBC Directory Operations and the Wholly Owned Company has: (ia) issued any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling conducted the portion of the DonTech Business for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into which it is responsible only in the ordinary course of business and substantially consistent with past practice (C"Ordinary Course of Business"); (b) obligations under contracts not entered into acquired, sold, disposed of, licensed, assigned, transferred or permitted to lapse any material asset used or held for use primarily in the ordinary course DonTech Business other than sales of business which products and services in the Ordinary Course of Business; (c) maintained accounts receivable, inventory, accounts payable and other working capital accounts in each case relating to the DonTech Business in a manner consistent with the Ordinary Course of Business; (d) not pledged or permitted the imposition of any Lien on any of the assets used or held for use primarily in the DonTech Business except Liens that are listed not material to the DonTech Business taken as a whole; (e) not suffered any damage, destruction or loss of tangible assets used or held for use primarily in Schedule 2.20; the DonTech Business, whether or not covered by insurance, with a book value in excess of $1,000,000 in the aggregate; (iiif) not paid, discharged or satisfied any lien material claims, liabilities or encumbrance obligations in each case relating to the DonTech Business (absolute, accrued, contingent or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claimsotherwise), except in each case in the ordinary course Ordinary Course of business, Business; (g) not cancelled any indebtedness for borrowed money or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) material claim or waived any extraordinary material claims or rights of substantial value; (viii) entered into any transaction other than , in each case relating to the DonTech Business, except in the ordinary course Ordinary Course of business except Business; (h) as herein stated; (ix) amended its articles of incorporation the date of this Agreement, not granted any material increase in the salaries, wages, fringe benefits or bylaws; (x) increased the rate of other compensation payable or to become payable by it to the officers, directors, consultants or employees of the Companies (including any such increase pursuant to any of its employees bonus, severance, termination, pension, profit-sharing or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xiother plan or commitment) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than special increase in the ordinary course compensation payable or to become payable to any such officer, director, consultant or employee, except for normal merit and cost of business; or living increases in the Ordinary Course of Business; (xiii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent not effected a material write down of Parent, do any of the things listed above material assets used or held for use primarily in clauses the DonTech Business except in the Ordinary Course of Business; (j) not made any change to the accounting policies used in connection with the DonTech Business except as required by GAAP; (k) except in the Ordinary Course of Business, not (i) through acquired any material assets used or held for use primarily in the DonTech Business from any Person, (xiiii) consummated any transaction that is material to the DonTech Business, taken as a whole, or (iii) made any material capital expenditure, or commitment for a material capital expenditure, for additions or improvements to property, plant and equipment used or held for use primarily in the DonTech Business; and (l) to the Knowledge of this Section 2.21Sellers, there has not been (i) any material labor dispute involving employees of the Companies other than routine individual grievances, (ii) any material activity or proceeding by a labor union or representative thereof to organize any employees of the Companies, or (iii) any material lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of the Companies.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, the business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has not, since the Most Recent Balance Sheet Date: (i) issued any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, do any of the things listed above in clauses (i) through (xii) of this Section 2.21.or

Absence of Certain Events. Since Except as expressly contemplated by this Agreement or as would not have a Material Adverse Effect, since the Most Recent Balance Sheet Date, the business of Merging Entity has been conducted only in Seller has, with respect to the ordinary course Business: (a) operated, repaired, and in substantially maintained the same manner as theretofore conducted, and, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity has not, since Assets and the Most Recent Balance Sheet Date: (i) issued any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling for the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except (A) current liabilities incurred in the ordinary course of business, (B) obligations under contracts entered into Business in the ordinary course of business as currently conducted consistent with past practice; (b) used commercially reasonable efforts to preserve the goodwill of and relationships with Governmental Authorities, customers, Suppliers, vendors, lessors, licensors, licensees, contractors, distributors, agents, employees and others having business dealings with Seller or its Affiliates in connection with Seller’s or its Affiliates’ use of the Assets or operation of the Business; (Cc) obligations under contracts complied with all Legal Requirements applicable to Seller’s use of the Assets or operation of the Business and provided Buyer with any notice from any Governmental Authority or other Person alleging violation of any Legal Requirement; (d) maintained in full force and effect policies of insurance or substantially equivalent policies that relate to the Assets or the Business; (e) not entered into mortgaged, pledged or subjected to any Encumbrance (other than a Permitted Encumbrance) any of the Assets; (f) not sold, assigned, licensed, granted a covenant not to xxx or released, transferred, conveyed, leased, surrendered, relinquished, permitted to expire, terminate or lapse, or otherwise disposed of any material right, title or interest in or to any of the Assets; (g) not settled or compromised any claim, Liability, Action or obligation related to or in connection with the Assets, any Assumed Liability, other than the payment, discharge or satisfaction of Liabilities in the ordinary course of business which are listed in Schedule 2.20; or as otherwise contemplated by this Agreement; (iiih) discharged not materially amended, waived, modified or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on consented to the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution termination of any assets of any kind whatsoever to stockholders Governmental Authorization or purchased Permit or redeemed any of its capital stock; (v) mortgagedmaterially amended, pledged waived, modified or subjected to lien, charge or any other encumbrance, any of its assets and properties, real, tangible or intangible; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party consented to the transfer termination of rights of Seller or its Affiliates thereunder; (i) not terminated the employment or otherwise materially modified the terms and assignment conditions of employment (including increasing the base salary payable or entering into, renewing or amending any offer letter or other employment or consulting agreement) of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction the Target Employees other than in the ordinary course of business except or as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00. Except as otherwise contemplated by this Agreement, ; (j) not entered into any lease of real or personal property or any renewals thereof for the Schedules referred Assets involving a term of more than one month; (k) not knowingly taken any action which would reasonably be expected to cause any representation or warranty of Seller in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, without the prior written consent of Parent, Agreement to be or become untrue in any material respect or intentionally omitted to take any action reasonably necessary to prevent any such representation or warranty from being untrue in any material respect at such time; or (l) authorized or entered into an agreement to do any of the things listed above in clauses (i) through (xii) of this Section 2.21foregoing.

Absence of Certain Events. Since To the Most Recent Balance Sheet Dateactual knowledge of the Selling ------------------------- Group Shareholders, SSII, SPII, NWI, and/or NII, since December 31, 1996, and in the business case of Merging Entity has been conducted only clause (v) below, except for current transactions in the ordinary course of business consistent with its past practices, each of SSII, SPII, NWI, and in substantially the same manner as theretofore conducted, and, except as set forth in Schedule 2.21 attached to this Agreement, or in any other Schedule attached to this Agreement, Merging Entity NII has not, since the Most Recent Balance Sheet Date: not (i) issued any stocks, bonds borrowed or other corporate securities agreed to borrow funds secured or granted any options, warrants or other rights calling for to be secured by the issue thereofSelling Group Assets; (ii) incurredincurred or become subject to, or agreed to incur or become subject to, any material obligation or liability (whether absolute liability, contingent or contingent) except (A) current liabilities incurred otherwise, that resulted in or may become a lien, charge, claim, pledge, security interest or encumbrance of any type or kind whatsoever against or burden upon the ordinary course of business, (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20Selling Group Assets; (iii) discharged or satisfied any lien or encumbrance declared, set aside or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on distribution of the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of businessSelling Group Assets; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to lien, charge or any other encumbrance, or agreed so to do, any of its assets and propertiesthe Selling Group Assets; (v) sold, realassigned, tangible transferred, conveyed, leased or intangibleotherwise disposed of or agreed to sell, assign, transfer, convey, lease or otherwise dispose of any of the Selling Group Assets; (vi) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of business, or entered into any agreement material transaction, contract or arrangement granting any preferential rights to purchase any of its assetscommitment, properties other than this Agreement, affecting or rights or which required the consent of any party related to the transfer Selling Group Assets; and assignment of any of its assets, properties or rights; (vii) suffered any extraordinary losses (whether or not covered by insurance) or waived any extraordinary rights of value; (viii) entered into any transaction other than in the ordinary course of business except as herein stated; (ix) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted permitted, or agreed to make or permit, any amendment to or termination of any material contract, franchise, license, agreement or license other instrument (that constitutes in whole or part or relates to the Selling Group Assets) to which it SSII, SPII, NWI, or NII is a party other than in or by which any of the ordinary course of business; or (xii) made capital expenditures or entered into any commitments therefor aggregating more than $5,000.00Selling Group Assets is subject. Except as contemplated by this Agreement, or the Schedules referred to in this Agreement, between Between the date hereof of this Agreement and the Closing DateClosing, Merging Entity will each of SSII, SPII, NWI, and NII shall use commercially reasonable efforts to cause SSII, SPII, NWI, and NII to not, without the prior written consent of ParentAMS, to do any of the things listed above in clauses (i) through (xii) of this Section 2.213.8.

Absence of Certain Events. Since the Most Recent Balance Sheet Date, the business of Merging Entity has been conducted only in the ordinary course and in substantially the same manner as theretofore conducted, and, except Except as set forth in on Schedule 2.21 attached to this Agreement5.18, or in any other Schedule attached to this Agreementsince the date of the March 31 Balance Sheets, Merging Entity Arcadia has not, since and from the Most Recent Balance Sheet Date: (i) issued any stocks, bonds or other corporate securities or granted any options, warrants or other rights calling for date of this Agreement through the issue thereof; (ii) incurred, or become subject to, any material obligation or liability (whether absolute or contingent) except Closing Date Arcadia will not have: (A) current liabilities incurred except for the sale of its joint venture interest in C.R.K. Computer Services ("C.R.K.") (provided, in such event, the proceeds of such sale of C.R.K. will be included in the working capital of Arcadia), sold, assigned or transferred any of its assets or properties, other than in the ordinary course of business, ; (B) obligations under contracts entered into in the ordinary course of business and (C) obligations under contracts not entered into in the ordinary course of business which are listed in Schedule 2.20; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (whether absolute or contingent) other than current liabilities shown on the Most Recent Balance Sheet and current liabilities incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (iv) declared or made any payment of dividends or distribution of any assets of any kind whatsoever to stockholders or purchased or redeemed any of its capital stock; (v) mortgaged, pledged or subjected to any lien, charge pledge, mortgage, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other encumbrancethan a Permitted Lien, any of its assets Arcadia's assets; (C) made or suffered any termination of any home health care services contract or any medical, clerical and propertieslight industrial staffing services contract; (D) made or suffered any amendment or termination of any other contract, realcommitment, tangible instrument or intangible; agreement involving consideration or liability in excess of $25,000; (viE) sold or transferred any of its assets, properties or rights, or cancelled any debts or claims, except in each case in the ordinary course of businessbusiness consistent with past practices, or entered into otherwise as necessary to comply with any agreement applicable minimum wage law, increased the salaries or arrangement granting any preferential rights to purchase any of its assets, properties or rights or which required the consent of any party to the transfer and assignment other compensation of any of its assetstheir employees, properties or rights; made any increase in, or any additions to, other benefits to which any of such employees may be entitled; (viiF) suffered failed to pay or discharge when due any extraordinary losses liabilities, the failure to pay or discharge which has caused or will cause any actual damage or give rise to the risk of a loss to Arcadia; (whether G) changed any of the accounting principles followed by Arcadia or not covered by insurancethe methods of applying such principles; (H) or waived any extraordinary rights except for the acquisition of value; (viii) two agencies located in Grand Rapids, Michigan and Lansing, Michigan, entered into any transaction other than in the ordinary course of business except as herein stated; involving consideration in excess of $50,000; (ixI) amended its articles of incorporation or bylaws; (x) increased the rate of compensation payable or to become payable by it to any of its employees or agents over the rate being paid to them at the Most Recent Balance Sheet Date; (xi) made or permitted any amendment to or termination of any material contractdissolved, agreement or license to which it is a party other than in the ordinary course of business; or (xii) made capital expenditures merged or entered into a share exchange with or into any commitments therefor aggregating more than $5,000.00. Except as contemplated by this Agreement, other entity; (J) entered into any contract or the Schedules referred to in this Agreement, between the date hereof and the Closing Date, Merging Entity will not, agreement with union or other collective bargaining representative representing any employees or affiliates without the prior written consent of ParentBuyer, do which consent shall not be unreasonably withheld; (K) made any change to its by-laws or articles of incorporation; (L) failed to maintain its businesses in substantially the same state of repair, order and condition as on the date hereof, reasonable wear and tear or loss by casualty excepted; (M) failed to maintain in full force and effect all Licenses currently in effect with respect to its businesses unless such License is no longer necessary for the operation of Arcadia; (N) failed to maintain in full force and effect the insurance policies and binders currently in effect, or the replacements thereof, including without limitation those listed on Schedule 5.16; (O) failed to preserve intact the present business organizations of Arcadia; failed to keep available the services of Arcadia's present employees, affiliates and agents necessary to the proper functioning of the businesses of Arcadia; and failed to maintain Arcadia's relations and goodwill with suppliers, employees, affiliates, affiliated medical personnel and any others having business relating to Arcadia and where such relationships are necessary to the proper functioning of the businesses of Arcadia; (P) failed to maintain all of the books and records in accordance with their past practices; (Q) failed to comply in all respects with all provisions of the Contracts listed in Schedule 5.7 and with any other material agreements that Arcadia has entered into in the ordinary course of business since the March 31 Balance Sheets, and failed to comply in all respects with the provisions of all material laws, rules and regulations applicable to Arcadia's businesses; (R) failed to pay when due, all taxes, assessments and charges or levies imposed upon them or on any of their properties for which they have been required to be withheld or paid over; (S) failed to promptly advise Buyer in writing of the things listed above threat or commencement against Arcadia of any claim, action, suit or proceeding, arbitration or investigation or any other event that would materially adversely affect the operations, properties, assets or prospects of Arcadia; and (T) failed to notify the Buyer in clauses (i) through (xii) writing of this Section 2.21any event involving Arcadia which has had or may be reasonably expected to have a material adverse effect on the business or financial condition of Arcadia or may involve the loss of contracts with any of Arcadia's customers.