Common use of Absence of Certain Recent Changes Clause in Contracts

Absence of Certain Recent Changes. Except as expressly provided in this Agreement or as set forth on Exhibit 2.7 of the Exhibit Volume in alphabetical order corresponding to the following subsections since February 28, 1995, and through the Closing Date, CHC and its subsidiaries have not been and will not have: (a) except in the usual and ordinary course of their businesses, consistent with past practice, and in an amount which is usual and normal, incurred, both individually or in the aggregate, any indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness or sold any of their assets; (b) suffered any damage, destruction or loss, whether or not covered by insurance, in excess of $10,000; (c) suffered the resignation or other termination of any management personnel of CHC, or the loss of or other termination of a business relationship with any material customers or suppliers of CHC's business or been engaged in a material dispute with any material customer or supplier which could threaten such business relationship; (d) increased the regular rate of compensation payable by them to any employee, stockholder, or any physician other than normal merit and cost of living increases granted in the ordinary course of business; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect for the benefit of any of their employees, and no such increase is required; (e) established or agreed to establish, amended or terminated any pension, retirement or welfare plan or arrangement for the benefit of their employees not theretofore in effect; (f) had any change in the capitalization of the CHC and its subsidiaries, including, without limitation, the grant or issuance by the CHC or any of its subsidiaries of any shares of stock of any class, any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments or rights affecting or relating in any manner whatsoever to any equitable interests in CHC or any of its subsidiaries; (g) declared or paid any dividend or other distribution, in any form whatsoever, on any class of its capital stock or purchased or redeemed any of its capital stock; (h) made any direct or indirect purchase, redemption or other acquisition by CHC or any of its subsidiaries, or entered into any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their capital stock or other equitable interests; (i) experienced any labor organizational efforts, strikes or complaints, other than grievance procedures in the ordinary course of business, or entered into any collective bar\gaining agreements with any union; (j) made any single capital expenditure which exceeded $10,000 or made aggregate capital expenditures which exceeded $25,000; (k) except with respect to liens or encumbrances arising by operation of law, permitted or allowed any of their assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind; (l) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than in the usual and ordinary course of business; (m) suffered any extraordinary losses, canceled any debts or waived any claims or rights of substantial value, whether or not in the usual and ordinary course of business; (n) paid, lent or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any stockholder of CHC or any of the officers or directors of CHC or any of its subsidiaries or of any "affiliate" or "associate" of any of their officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended), except for reimbursement of ordinary and reasonable business expenses related to the business of CHC and its subsidiaries and compensation to officers at rates not exceeding the rates of compensation at February 28, 1995; (o) amended, terminated or otherwise altered (whether by action or inaction) any contract, agreement or license of significant value to which CHC or any of its subsidiaries is a party, except in the ordinary course of business; (p) entered into a material transaction, contract or commitment other than in the ordinary course of business or made any change in any method of accounting or accounting practice; (q) canceled, or failed to continue, insurance coverages; (r) agreed, whether in writing or otherwise, to take any action described in this 2.7; (s) suffered any material adverse change in its business, properties, assets, liabilities, net worth, earnings or financial condition; or (t) done any act or thing which under the terms and conditions of this Agreement would be in violation of any of the covenants, stipulations or agreements of CHC hereunder, or which would make any representation or warranty of CHC hereunder inaccurate or untrue as of the Closing Date.

Absence of Certain Recent Changes. Except as expressly provided in this Agreement or as set forth on Exhibit 2.7 of 3.6 or elsewhere in the Exhibit Volume in alphabetical order corresponding to the following subsections since February 28Volume, 1995from March 31, and 2001 through the Closing Datedate of this Agreement, CHC each of CCS and its subsidiaries Subsidiaries have not been been, and will not havehave from the date of this Agreement through the Closing: (a) except in the usual and ordinary course of their businessesits business, consistent with past practice, and in an amount which is usual and normal, incurred, both individually or in the aggregate, normal incurred any indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness or sold any of their its assets; (b) suffered any damage, destruction or loss, whether or not covered by insurance, in excess of $10,000100,000; (c) suffered the resignation or other termination of any material management personnel of CHCCCS, or the loss of or other termination of a business relationship with any material customers or suppliers of CHC's business or been engaged not previously disclosed to Ameris in a material dispute with any material customer or supplier which could threaten such business relationshipwriting; (d) increased the regular rate of compensation payable by them it to any employee, stockholder, employee or any physician other than normal merit and cost of living increases granted in the ordinary course of businessbusiness consistent with past practice; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect for the benefit of any of their its employees, and no such which increase is requirednot required by applicable law; (e) established or agreed to establish, amended or terminated any pension, retirement or welfare plan or arrangement for the benefit of their its employees not theretofore in effect; (f) suffered any change in its financial condition, assets, liabilities, operations, or business or suffered any other event or condition of any character which individually or in the aggregate has or would reasonably have a Material Adverse Effect; (g) had any change in the capitalization of the CHC and its subsidiariescapitalization, including, without limitation, the grant or issuance by the CHC or any of its subsidiaries of any shares of stock of any classclass (other than shares issued upon exercise of Options or pursuant to CCS's employee stock purchase plan), any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments or rights affecting or relating in any manner whatsoever to any equitable equity interests in CHC or any of its subsidiariesCCS; (gh) declared or paid any dividend or other distribution, in any form whatsoever, distribution on any class of its capital stock or purchased or redeemed any of its capital stockstock (other than shares acquired by CCS in connection with the exercise of Options); (hi) made any direct or indirect purchase, redemption or other acquisition by CHC or any of its subsidiaries, or entered into made any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their its capital stock or other equitable interestsequity interests (other than shares acquired by CCS in connection with the exercise of Options and the amendments to outstanding Options contemplated by Section 2.2(e)); (ij) experienced any labor organizational efforts, strikes or complaintscomplaints likely to result in a Material Adverse Effect, other than grievance procedures in the ordinary course of business, or entered into any collective bar\gaining bargaining agreements with any union; (jk) made any single capital expenditure which exceeded $10,000 50,000 or made aggregate capital expenditures for items not included in the capital budget which exceeded $25,000250,000 other than items included in the 2001 or 2002 capital budget of CCS; (kl) except with respect to liens or encumbrances arising by operation of lawPermitted Liens, permitted or allowed any of their its assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kindkind (other than under current credit and loan agreements previously disclosed to Ameris in writing); (lm) written down the value of any of its assets, or written off as uncollectible any notes or accounts receivable, except for year-end adjustments and except for write-downs and write-offs in the ordinary course of business and consistent with past practice, none of which are material, or revalued any of its assets; (n) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than in the usual and ordinary course of business, consistent with past practice; (mo) suffered any extraordinary losses, canceled any debts or waived any claims or rights of substantial value, whether or not in the usual and ordinary course of business; (np) paid, lent or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any stockholder shareholder of CHC CCS holding more than 5% of the Common Stock of CCS or any of the officers or directors of CHC CCS or any of its subsidiaries Subsidiaries or of any "affiliate" or "associate" of any of their officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended)Affiliate, except for reimbursement of ordinary and reasonable business expenses related to its business and the business of CHC and its subsidiaries and compensation amendments to officers at rates not exceeding the rates of compensation at February 28, 1995outstanding Options contemplated by Section 2.2(e); (oq) amended, terminated or otherwise altered (whether by action or inaction) any contract, agreement or license having unperformed commitments or obligations of significant value more than $50,000 to which CHC or any of its subsidiaries it is a party, except in the ordinary course of businessbusiness consistent with past practice and the amendments to outstanding Options contemplated by Section 2.2(e); (pr) entered into a material transaction, contract or commitment transaction other than in the ordinary course of business or made any change in any method of accounting or accounting practice; (qs) canceled, or failed to continue, insurance coverages;; or (rt) agreed, whether in writing or otherwise, to take any action described in this 2.7; (s) suffered any material adverse change in its business, properties, assets, liabilities, net worth, earnings or financial condition; or (t) done any act or thing which under the terms and conditions of this Agreement would be in violation of any of the covenants, stipulations or agreements of CHC hereunder, or which would make any representation or warranty of CHC hereunder inaccurate or untrue as of the Closing Datess.3.6.

Absence of Certain Recent Changes. Except as expressly provided in this Agreement or as set forth on Exhibit 2.7 of the Exhibit Volume 2.3 in alphabetical order corresponding to the following subsections since February 28, 1995the Balance Sheet Date, and through the Closing Date, CHC and its subsidiaries have with regard to the GCM Business, GCM has not been and will not have: (a) except suffered any change in the usual and ordinary course financial condition, assets, liabilities, operations, prospects or business or suffered any other event or condition of their businesses, consistent with past practice, and in an amount any character which is usual and normal, incurred, both individually or in the aggregate, any indebtedness aggregate has or other liabilities (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness or sold any of their assetsmight reasonably have a material adverse effect on GCM; (b) suffered any damage, destruction or loss, whether or not covered by insurance, in excess of $10,000; (c) suffered the resignation or other termination of any management personnel of CHC, or the loss of or other termination of a business relationship with any material customers or suppliers of CHC's business or been engaged in a material dispute with any material customer or supplier which could threaten such business relationship; (d) increased the regular rate of compensation payable by them to any employee, stockholder, or any physician other than normal merit and cost of living increases granted in the ordinary course of business; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect for the benefit of any of their employees, and no such increase is required; (e) established or agreed to establish, amended or terminated any pension, retirement or welfare plan or arrangement for the benefit of their employees not theretofore in effect; (f) had any change in the capitalization of the CHC and its subsidiaries, including, without limitation, the grant or issuance by the CHC or any of its subsidiaries of any shares of stock of any class, any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments or rights affecting or relating in any manner whatsoever to any equitable interests in CHC or any of its subsidiaries; (g) declared or paid any dividend or other distribution, in any form whatsoever, on any class of its capital stock or purchased or redeemed any of its capital stock; (h) made any direct or indirect purchase, redemption or other acquisition by CHC or any of its subsidiaries, or entered into any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their capital stock or other equitable interests; (i) experienced any labor organizational efforts, strikes or complaints, other than grievance procedures in the ordinary course of business, or entered into any collective bar\gaining agreements with any union; (j) made any single capital expenditure which exceeded $10,000 or made aggregate capital expenditures which exceeded $25,000; (k) except with respect to liens or encumbrances arising by operation of law, permitted or allowed any of their assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind; (l) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than in the usual and ordinary course of business; (m) suffered any extraordinary losses, canceled any debts or waived any claims or rights of substantial value, whether or not in the usual and ordinary course of business; (nc) paid, lent or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any stockholder of CHC or any of the officers or directors of CHC or any of its subsidiaries GCM or of any "“affiliate" ” or "“associate" ” of any of their officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended), except for reimbursement of ordinary and reasonable business expenses related to the business of CHC and its subsidiaries GCM Business and compensation to officers at rates not exceeding the rates of compensation at February 28, 1995the Balance Sheet Date; (od) amended, terminated or otherwise altered (whether by action or inaction) any contract, agreement or license of significant value to which CHC or any of its subsidiaries GCM is a party, except in or received any notice of termination or violation of the ordinary course of businesssame; (pe) entered into a material transaction, contract or commitment transaction other than in the ordinary course of business or made any change in any method of accounting or accounting practice; (qf) canceled, or failed to continue, insurance coverages; (r) agreed, whether in writing or otherwise, to take any action described in this 2.7; (s) suffered any material adverse change in its business, properties, assets, liabilities, net worth, earnings or financial condition; or (t) done any act or thing which under the terms and conditions of this Agreement would be in violation of any of the covenants, stipulations or agreements of CHC hereunder, or which would make any representation or warranty of CHC hereunder inaccurate or untrue as of the Closing Date.

Absence of Certain Recent Changes. Except as expressly provided disclosed on Schedule 5.07 or reflected on the Financial Statements or except with respect to this Agreement, Company has not, since December 31, 1996, except in this Agreement or as set forth on Exhibit 2.7 the ordinary course of the Exhibit Volume in alphabetical order corresponding to the following subsections since February 28, 1995, and through the Closing Date, CHC and its subsidiaries have not been and will not havebusiness consistent with past practice: (a) except in the usual and ordinary course of their businesses, consistent with past practice, and in an amount which is usual and normal, incurred, both individually or in the aggregate, incurred any indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness or sold any of their its assets, other than the loan from a bank in an amount to be agreed upon by the parties but not to exceed [ ] (the "Bank Loan") the proceeds of which are to be used to pay the Compensation Amount (as defined below) prior to the date hereof which Bank Loan shall allow for voluntary full or partial prepayments; (b) suffered any damage, destruction or loss, to any of the tangible Assets (as defined by Section 5.08(a), whether or not covered by insurance, in excess of $10,000; (c) suffered the resignation or other termination of any management personnel of CHC, or the loss of or other termination of a business relationship with any material customers or suppliers of CHC's business or been engaged in a material dispute with any material customer or supplier which could threaten such business relationship; (d) increased the regular rate of compensation payable by them to any employee, stockholder, employee or any physician other than normal merit and cost of living increases granted in the ordinary course of businessphysician; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect for the benefit of any of their its employees, and no such increase is required, exclusive however of the payment of compensation to the Shareholders in an amount to be agreed upon by the parties but not to exceed [ ] immediately prior to the date hereof (the "Compensation Amount"); (ed) established or agreed to establish, amended or terminated establish any pension, retirement or welfare plan or arrangement for the benefit of their its employees not theretofore in effect; (fe) had suffered any change in the capitalization of the CHC and its subsidiariesfinancial condition, includingassets, without limitation, the grant liabilities or issuance by the CHC business or suffered any of its subsidiaries other event or condition of any shares of stock of any class, any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments character which individually or rights affecting in the aggregate has or relating in any manner whatsoever might reasonably be expected to any equitable interests in CHC or any of have a material adverse effect on its subsidiariesbusiness; (g) declared or paid any dividend or other distribution, in any form whatsoever, on any class of its capital stock or purchased or redeemed any of its capital stock; (h) made any direct or indirect purchase, redemption or other acquisition by CHC or any of its subsidiaries, or entered into any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their capital stock or other equitable interests; (if) experienced any labor organizational efforts, strikes or complaints, other than grievance procedures in the ordinary course of business, formal complaints or entered into any collective bar\gaining bargaining agreements with any union; (jg) made any single capital expenditure which exceeded $10,000 5,000 or made aggregate capital expenditures which exceeded $25,00050,000; (kh) except with respect to liens or encumbrances arising by operation disposed of law, permitted or allowed any of their its assets (real, personal having a value greater than $5,000 or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge written down the value of any kind;of its assets, or revalued any of its assets; [ ] These portions have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. (li) paid, discharged or satisfied any claims, liabilities or obligations other than in the ordinary course of its business (absolute, accrued, contingent or otherwise) other than in the usual and ordinary course of business); (mj) suffered any extraordinary losses, canceled any debts or waived any claims or rights of substantial value, whether or not in the usual and ordinary course of business; (n) paid, lent or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any stockholder of CHC or any of the officers or directors of CHC or any of its subsidiaries or of any "affiliate" or "associate" of any of their officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended), except for reimbursement of ordinary and reasonable business expenses related to the business of CHC and its subsidiaries and compensation to officers at rates not exceeding the rates of compensation at February 28, 1995; (o) amended, terminated or otherwise altered (whether by action or inaction) any contract, agreement or license of significant value to which CHC or any of its subsidiaries is a party, except in the ordinary course of business; (p) entered into a material transaction, contract or commitment other than in the ordinary course of business its business; (k) entered into, amended or terminated any contract, agreement or license to which it is a party other than in the ordinary course of its business; (l) entered into a material transaction or made any change in any method of accounting or accounting practicepractice prior to the date hereof, other than the change to the accrual basis method for tax and accounting purposes; (qm) canceled, or failed to continue, insurance coverages;; or (rn) agreed, whether in writing or otherwise, to take any action described in this 2.7; (s) suffered any material adverse change in its business, properties, assets, liabilities, net worth, earnings or financial condition; or (t) done any act or thing which under the terms and conditions of this Agreement would be in violation of any of the covenants, stipulations or agreements of CHC hereunder, or which would make any representation or warranty of CHC hereunder inaccurate or untrue as of the Closing DateSection 5.07.

Absence of Certain Recent Changes. Except as expressly provided in this Agreement or as set forth on Exhibit 2.7 of the Exhibit Volume 3.6 in alphabetical order corresponding to the following subsections subsections, since February 28, 19951997, and through the Closing Date, CHC and its subsidiaries have SELLER has not been and will not have: (a) except in the usual and ordinary course of their businessesits business, consistent with past practice, and in an amount which is usual and normal, incurred, both individually or in the aggregate, normal incurred any indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness or sold any of their its assets; (b) suffered any damage, destruction or loss, whether or not covered by insurance, in excess of $10,000; (c) suffered the resignation or other termination of any management personnel of CHCSELLER, or the loss of or other termination of a business relationship with any material customers or suppliers of CHCSELLER's business or been engaged in a material dispute with any material customer or supplier which could threaten such business relationshipbusiness; (d) increased the regular rate of compensation payable by them it to any employee, stockholder, or any physician employee other than normal merit and cost of living increases granted in the ordinary course of business; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect for the benefit of any of their its employees, and no such increase is required; (e) established or agreed to establish, amended or terminated any pension, retirement or welfare plan or arrangement for the benefit of their its employees not theretofore in effect; (f) had suffered any change in the capitalization of the CHC and its subsidiariesfinancial condition, includingassets, without limitationliabilities, the grant operations, prospects or issuance by the CHC business or suffered any of its subsidiaries other event or condition of any shares of stock of any class, any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments character which indi vidually or rights affecting in the aggregate has or relating in any manner whatsoever to any equitable interests in CHC or any of its subsidiariesmight reasonably have a material adverse effect on SELLER; (g) declared or paid any dividend or other distribution, in any form whatsoever, on any class of its capital stock or purchased or redeemed any of its capital stock; (h) made any direct or indirect purchase, redemption or other acquisition by CHC or any of its subsidiaries, or entered into any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their capital stock or other equitable interests; (i) experienced any labor organizational efforts, strikes or complaints, complaints other than grievance griev ance procedures in the ordinary course of business, business or entered into any collective bar\gaining bar gaining agreements with any union; (jh) made any single capital expenditure which exceeded $10,000 5,000 or made aggregate capital expenditures which exceeded $25,00010,000; (k) except with respect to liens or encumbrances arising by operation of law, permitted or allowed any of their assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind; (l) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than in the usual and ordinary course of business; (m) suffered any extraordinary losses, canceled any debts or waived any claims or rights of substantial value, whether or not in the usual and ordinary course of business; (n) paid, lent or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any stockholder of CHC or any of the officers or directors of CHC or any of its subsidiaries or of any "affiliate" or "associate" of any of their officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended), except for reimbursement of ordinary and reasonable business expenses related to the business of CHC and its subsidiaries and compensation to officers at rates not exceeding the rates of compensation at February 28, 1995; (o) amended, terminated or otherwise altered (whether by action or inaction) any contract, agreement or license of significant value to which CHC or any of its subsidiaries is a party, except in the ordinary course of business; (p) entered into a material transaction, contract or commitment other than in the ordinary course of business or made any change in any method of accounting or accounting practice; (q) canceled, or failed to continue, insurance coverages; (r) agreed, whether in writing or otherwise, to take any action described in this 2.7; (s) suffered any material adverse change in its business, properties, assets, liabilities, net worth, earnings or financial condition; or (t) done any act or thing which under the terms and conditions of this Agreement would be in violation of any of the covenants, stipulations or agreements of CHC hereunder, or which would make any representation or warranty of CHC hereunder inaccurate or untrue as of the Closing Date.

Absence of Certain Recent Changes. Except as expressly provided in this Agreement or as set forth on Exhibit 2.7 of the Exhibit Volume 3.6 in alphabetical order corresponding to the following subsections subsections, since February 28December 31, 1995, and through the Closing Date, CHC and its subsidiaries have KDC has not been and will not have: (a) except in the usual and ordinary course of their businessesits business, consistent with past practice, and in an amount which is usual and normal, incurred, both individually or in the aggregate, normal incurred any indebtedness or other liabilities liabili ties (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness indebted ness or sold any of their its assets; (b) suffered any damage, destruction or loss, whether or not covered by insurance, in excess of $10,000; (c) suffered the resignation or other termination of any management personnel of CHCKDC, or the loss of or other termination of a business relationship with any material customers or suppliers of CHCKDC's business or been engaged in a material dispute with any material customer or supplier which could threaten such business relationshipbusiness; (d) increased the regular rate of compensation payable by them it to any employee, stockholder, or any physician employee other than normal merit and cost of living increases granted in the ordinary course of business; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect for the benefit of any of their its employees, and no such increase is required; (e) established or agreed to establish, amended or terminated any pension, retirement or welfare plan or arrangement for the benefit of their its employees not theretofore in effect; (f) had suffered any change in the capitalization of the CHC and its subsidiariesfinancial condition, includingassets, without limitationliabilities, the grant operations, prospects or issuance by the CHC business or suffered any of its subsidiaries other event or condition of any shares of stock of any class, any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments character which individual ly or rights affecting in the aggregate has or relating in any manner whatsoever to any equitable interests in CHC or any of its subsidiariesmight reasonably have a material adverse effect on KDC; (g) declared or paid any dividend or other distribution, in any form whatsoever, on any class of its capital stock or purchased or redeemed any of its capital stock; (h) made any direct or indirect purchase, redemption or other acquisition by CHC or any of its subsidiaries, or entered into any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their capital stock or other equitable interests; (i) experienced any labor organizational efforts, strikes or complaints, complaints other than grievance griev ance procedures in the ordinary course of business, business or entered into any collective bar\gaining bar gaining agreements with any union; (jh) made any single capital expenditure which exceeded $10,000 5,000 or made aggregate capital expenditures which exceeded $25,00010,000; (k1) 0363293.08 080020-007 10/09/96 (i) except with respect to liens or encumbrances arising by operation of law, permitted or allowed any of their assets (real, personal or mixed, tangible or intangible) the Assets to be subjected to any mortgage, pledge, lien, security interest, encumbranceen cumbrance, restriction or charge of any kind; (lj) written down the value of any of the Assets, or written off as uncollectible any notes or accounts receivable, except for write-downs and write-offs in the ordinary course of business and consistent with past practice, none of which are material or revalued any of the Assets; (k) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than in the usual and ordinary course of business; (ml) suffered any extraordinary losses, canceled any debts or waived any claims or rights of substantial value, whether or not in the usual and ordinary course of business; (nm) paid, lent or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement agree ment or arrangement with, any stockholder of CHC KDC or any of the officers or directors of CHC or any of its subsidiaries KDC or of any "affiliate" or "associateAffiliate" of any of their its officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended)directors, except for any immaterial amounts or for reimbursement of ordinary and reasonable business expenses ex penses related to the business of CHC and its subsidiaries KDC and compensation to officers at rates not exceeding ex ceeding the rates of compensation at February 28, 1995; (on) amended, terminated or otherwise altered (whether by action or inaction) any contract, agreement or license of significant value to which CHC or any of its subsidiaries KDC is a party, except in the ordinary course of business; (po) entered into a material transaction, contract or commitment transaction other than in the ordinary course of business or made any change in any method of accounting or accounting practice; (qp) canceled, or failed to continue, insurance coverages;; or (rq) agreed, whether in writing or otherwise, to take any action described in this 2.7; (s) suffered any material adverse change in its business, properties, assets, liabilities, net worth, earnings or financial condition; or (t) done any act or thing which under the terms and conditions of this Agreement would be in violation of any of the covenants, stipulations or agreements of CHC hereunder, or which would make any representation or warranty of CHC hereunder inaccurate or untrue as of the Closing Datess.

Absence of Certain Recent Changes. Except as expressly provided in this Agreement or as set forth on Exhibit 2.7 of the Exhibit Volume in alphabetical order corresponding to the following subsections since February 28, 1995the Balance Sheet Date, and through the Closing Date, CHC and its subsidiaries have Seller has not been and will not have: (a) except current liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the usual and ordinary course of their businessesbusiness, consistent with past practice, and in an amount which is usual and normal, normally incurred, both individually or and in the aggregate, any indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness or sold any assets other than inventory in the normal course of their assetsbusiness; (b) suffered any damage, destruction or loss, whether or not covered by insurance, in excess of $10,000; (c) suffered the resignation or other termination of any management personnel of CHCSeller, or the loss of or other termination of a business relationship with any material customers or suppliers of CHCSeller's business or been engaged in a material dispute with any material customer or supplier which could threaten such business relationshipbusiness; (d) increased the regular rate of compensation payable by them to any employee, stockholder, or any physician other than normal merit and cost of living increases granted in the ordinary course of business; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect for the benefit of any of their employees, and no such increase is required; (e) established or agreed to establish, amended or terminated any pension, retirement or welfare plan or arrangement for the benefit of their employees not theretofore in effect; (f) suffered any change in financial condition, assets, liabilities, operations, prospects or business or suffered any other event or condition of any character which individually or in the aggregate has or might reasonably have a material adverse effect on Seller; (g) had any change in the capitalization of the CHC and its subsidiariesSeller, including, without limitation, the grant or issuance by the CHC or any of its subsidiaries Seller of any shares of stock of any class, any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments or rights affecting or relating in any manner whatsoever to any equitable interests in CHC or any of its subsidiariesSeller; (gh) declared or paid any dividend or other distribution, in any form whatsoever, distribution on any class of its the capital stock of Seller or purchased or redeemed any of its capital stock; (hi) failed to replenish its inventories and supplies in a normal and customary manner consistent with past practice and prudent business practice prevailing in the industry or made any direct purchase commitments in excess of normal, ordinary and usual for the business or indirect purchaseat any price in excess of current market price or terms more onerous than customary in the industry or made any change in its selling, redemption pricing, advertising or other acquisition by CHC or any of its subsidiaries, or entered into any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their capital stock or other equitable interestspersonnel practices inconsistent with prior practices and prudent business practices prevailing in the industry; (ij) experienced any labor organizational efforts, strikes or complaints, complaints other than grievance procedures in the ordinary course of business, business or entered into any collective bar\gaining bargaining agreements with any union; (jk) made any single capital expenditure which exceeded $10,000 2,000 or made aggregate capital expenditures which exceeded $25,00010,000; (kl) except with respect to liens or encumbrances arising by operation of law, permitted or allowed any of their assets the Seller's Assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind; (lm) written down the value of any of the Seller's Assets, or written off as uncollectible any notes or accounts receivable; (n) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than in the usual and ordinary course of business; (mo) suffered any extraordinary losses, canceled any debts or waived any claims or rights of substantial value, whether or not in the usual and ordinary course of business; (np) paid, lent or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any stockholder of CHC Seller or any of the officers or directors of CHC or any of its subsidiaries Seller or of any "affiliate" or "associate" of any of their officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended), except for reimbursement of ordinary and reasonable business expenses related to the business of CHC and its subsidiaries Seller and compensation to officers at rates not exceeding the rates of compensation at February 28, 1995; the Balance Sheet Date; (oq) amended, terminated or otherwise altered (whether by action or inaction) any contract, agreement or license of significant value to which CHC or any of its subsidiaries Seller is a party, except in or received any notice of termination or violation of the ordinary course of businesssame; (pr) entered into a material transaction, contract or commitment transaction other than in the ordinary course of business or made any change in any method of accounting or accounting practice; (qs) canceled, or failed to continue, insurance coverages;; or (rt) agreed, whether in writing or otherwise, to take any action described in this § 2.7; (s) suffered any material adverse change in its business, properties, assets, liabilities, net worth, earnings or financial condition; or (t) done any act or thing which under the terms and conditions of this Agreement would be in violation of any of the covenants, stipulations or agreements of CHC hereunder, or which would make any representation or warranty of CHC hereunder inaccurate or untrue as of the Closing Date.

Absence of Certain Recent Changes. ‌ Except as expressly provided in this Agreement or as set forth on Exhibit 2.7 of the Exhibit Volume 3.6 in alphabetical order corresponding to the following subsections subsections, since February 28, 1995the date of the most recent Seller Financial Statements, and through the Closing DateEffective Time, CHC and its subsidiaries have Seller has not been and will use commercially reasonable efforts not to have: (a) except in the usual and ordinary course Ordinary Course of their businessesits Business, consistent with past practice, and in an amount which that is usual and normal, incurred, both individually or in the aggregate, normal incurred any indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness or sold any of their its assets; (b) suffered any damage, destruction or loss, whether or not covered by insurance, in excess of $10,0003,000; (c) suffered the resignation or other termination of any management personnel of CHCSeller, or the loss of or other termination of a business relationship with any material customers or suppliers of CHC's business or been engaged in a material dispute with any material customer or supplier which could threaten such business relationshipFacility; (d) increased the regular rate of compensation payable by them it to any employee, stockholdermember, or any physician other than normal merit and cost of living increases granted in the ordinary course Ordinary Course of businessBusiness; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect for the benefit of any of their its employees, and no such increase is required; (e) established or agreed to establish, amended or terminated any pension, retirement or welfare plan or arrangement for the benefit of their its employees not theretofore in effect; (f) had any change in the capitalization of the CHC and its subsidiaries, including, without limitation, the grant or issuance by the CHC or any of its subsidiaries of any shares of stock of any class, any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments or rights affecting or relating in any manner whatsoever to any equitable interests in CHC or any of its subsidiaries; (g) declared or paid any dividend or other distribution, in any form whatsoever, on any class of its capital stock or purchased or redeemed any of its capital stock; (h) made any direct or indirect purchase, redemption or other acquisition by CHC or any of its subsidiaries, or entered into any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their capital stock or other equitable interests; (i) experienced any labor organizational efforts, strikes or complaints, complaints other than grievance procedures in the ordinary course Ordinary Course of business, Business or entered into any collective bar\gaining bargaining agreements with any union; (j) made any single capital expenditure which exceeded $10,000 or made aggregate capital expenditures which exceeded $25,000; (kg) except with respect to liens or encumbrances arising by operation of law, permitted or allowed any of their assets (real, personal or mixed, tangible or intangible) the Assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind; (lh) written down the value of any of the Assets, , except for write-downs and write-offs in the Ordinary Course of Business and consistent with past practice, none of which are material or revalued any of the Assets; (i) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than in the usual and ordinary course Ordinary Course of businessBusiness; (mj) suffered any extraordinary losses, canceled any debts or waived any claims or rights of substantial value, whether or not in the usual and ordinary course Ordinary Course of businessBusiness; (nk) paid, lent or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any stockholder member of CHC Seller or any of the officers or directors of CHC or any of its subsidiaries Seller or of any "affiliate" or "associate" of any of their its officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended), except for reimbursement of ordinary and reasonable business expenses related to the business Business of CHC and its subsidiaries the Facility and compensation to officers at rates not exceeding the rates of compensation at February 28, 1995as of the date of the most recent Seller Financial Statements; (ol) amended, terminated or otherwise altered (whether by action or inaction) any contract, agreement or license of significant value pertaining to the Facility to which CHC or any of its subsidiaries Seller is a party, except in the ordinary course Ordinary Course of businessBusiness; (pm) entered into a material transaction, contract or commitment transaction pertaining to the Facility other than in the ordinary course Ordinary Course of business Business or made any change in any method of accounting or accounting practice; (qn) canceled, or failed to continue, insurance coverages;coverages pertaining to the Facility; or (ro) agreed, whether in writing or otherwise, to take any action described in this 2.7; (s) suffered any material adverse change in its business, properties, assets, liabilities, net worth, earnings or financial condition; or (t) done any act or thing which under the terms and conditions of this Agreement would be in violation of any of the covenants, stipulations or agreements of CHC hereunder, or which would make any representation or warranty of CHC hereunder inaccurate or untrue as of the Closing Date§ 3.6.

Absence of Certain Recent Changes. Except as expressly provided in this Agreement or as set forth on Exhibit 2.7 of the Exhibit Volume 3.5 in alphabetical order corresponding to the following subsections subsections, HealthAmerica has continued and shall continue the normal operations of HealthAmerica's business until the Closing, and since February 28, 1995June 30,1997, and through the Closing Date, CHC and its subsidiaries have HealthAmerica has not been and will not have: (a) except in the usual and ordinary course of their businessesits business, consistent with past practice, and in an amount which is usual and normal, incurred, both individually or in the aggregate, normal incurred any indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness or sold any of their its assets; (b) transferred, disposed of, or further encumbered or pledged any of the Assets without the prior written consent of ProMedCo-Harrisburg; (c) suffered any damage, destruction or loss, whether or not covered by insurance, in excess of $10,000; (cd) suffered the resignation or other termination of any management personnel of CHCHealthAmerica, or the loss of or other termination of a business relationship with any material customers or suppliers of CHCHealthAmerica's business or been engaged in a material dispute with any material customer or supplier which could threaten such business relationshipbusiness; (de) increased the regular rate of compensation payable by them it to any employee, stockholder, or any physician employee other than normal merit and cost of living increases granted in the ordinary course of business; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect for the benefit of any of their its employees, and no such increase is required; (ef) established or agreed to establish, amended or terminated any pension, retirement or welfare plan or arrangement for the benefit of their its employees not theretofore in effect; (fg) had suffered any change in the capitalization of the CHC and its subsidiariesfinancial condition, includingassets, without limitationliabilities, the grant operations, prospects or issuance by the CHC business or suffered any of its subsidiaries other event or condition of any shares of stock of any class, any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments character which individually or rights affecting in the aggregate has or relating in any manner whatsoever to any equitable interests in CHC or any of its subsidiaries; (g) declared or paid any dividend or other distribution, in any form whatsoever, might reasonably have a material adverse effect on any class of its capital stock or purchased or redeemed any of its capital stockHealthAmerica; (h) made any direct or indirect purchase, redemption or other acquisition by CHC or any of its subsidiaries, or entered into any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their capital stock or other equitable interests; (i) experienced any labor organizational efforts, strikes or complaints, complaints other than grievance procedures in the ordinary course of business, business or entered into any collective bar\gaining bargaining agreements with any union; (ji) made any single capital expenditure which exceeded $10,000 5,000 or made aggregate capital expenditures which exceeded $25,00010,000; (kj) except with respect to liens or encumbrances arising by operation of law, permitted or allowed any of their assets (real, personal or mixed, tangible or intangible) the Assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind; (k) written down the value of any of the Assets, or written off as uncollectible any notes or accounts receivable, except for write-downs and write-offs in the ordinary course of business and consistent with past practice, none of which are material or revalued any of the Assets; (l) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than in the usual and ordinary course of business; (m) suffered any extraordinary losses, canceled any debts or waived any claims or rights of substantial value, whether or not in the usual and ordinary course of business; (n) paid, lent or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any stockholder of CHC HealthAmerica or any of the officers or directors of CHC or any of its subsidiaries HealthAmerica or of any "affiliate" or "associateAffiliate" of any of their its officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended)directors, except for reimbursement of ordinary and reasonable business expenses related to the business of CHC and its subsidiaries HealthAmerica and compensation to officers at rates not exceeding the rates of compensation at February 28June 30, 19951997; (o) amended, terminated or otherwise altered (whether by action or inaction) any contract, agreement or license of significant value to which CHC or any of its subsidiaries HealthAmerica is a party, except in the ordinary course of business; (p) entered into a material transaction, contract or commitment transaction other than in the ordinary course of business or made any change in any method of accounting or accounting practice; (q) canceled, or failed to continue, insurance coverages;; or (r) agreed, whether in writing or otherwise, to take any action described in this 2.7; (s) suffered any material adverse change in its business, properties, assets, liabilities, net worth, earnings or financial condition; or (t) done any act or thing which under the terms and conditions of this Agreement would be in violation of any of the covenants, stipulations or agreements of CHC hereunder, or which would make any representation or warranty of CHC hereunder inaccurate or untrue as of the Closing Datess.

Absence of Certain Recent Changes. Except as expressly provided in this Agreement or as set forth on Exhibit 2.7 of the Exhibit Volume 3.7 in alphabetical numerical order corresponding to the following subsections since February 28, 1995the date of the most recent Financial Statements, and through the Closing Date, CHC and its subsidiaries have the Company has not been and will not have: (a1) except in the usual and ordinary course of their its businesses, consistent with past practice, and in an amount which is usual and normal, both individually and in the aggregate or as otherwise contemplated by this Agreement, incurred, both individually or in the aggregate, any material indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness or sold any of their its assets; (b2) suffered any damage, destruction or loss, whether or not covered by insurance, in excess of $10,00025,000; (c3) suffered the resignation or other termination of any management personnel of CHCits hospital administrator, or the loss of or other termination of a business relationship with any material customers or suppliers of CHCthe Company's business or been engaged in a material dispute with any material customer or supplier which could threaten such business relationshipbusiness; (d4) increased the regular rate of compensation payable by them it to any employee, stockholder, employee or any physician other than normal merit and cost of living increases granted in the ordinary course of business; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect for the benefit of any of their its employees, and no such increase is requiredrequired except for increases made in the ordinary course of business to persons currently receiving a salary of less than $50,000 per year, which increases, in the aggregate, do not exceed $50,000 per annum; (e5) established or agreed to establish, amended or terminated any pension, retirement or welfare plan or arrangement for the benefit of their its employees not theretofore in effect; (f6) suffered any material adverse change in their financial condition, assets, liabilities, operations, or business; (7) had any change in the capitalization of the CHC and its subsidiariescapitalization, including, without limitation, the grant or issuance by the CHC or any of its subsidiaries Company of any shares of stock of any class, any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments or rights affecting or relating in any manner whatsoever to any equitable interests in CHC or any of its subsidiariesthe Company; (g) 8) declared or paid any dividend or other distribution, in any form whatsoever, distribution on any class of its capital stock or purchased or redeemed any of its capital stock; (h9) made any direct or indirect purchase, redemption or other acquisition by CHC or any of its subsidiaries, or entered into made any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their its capital stock or other equitable interests; (i10) experienced any material labor organizational efforts, strikes or complaints, complaints other than grievance procedures in the ordinary course of business, business or entered into any collective bar\gaining bargaining agreements with any union; (j11) made any single capital expenditure which exceeded $10,000 or made aggregate capital expenditures which exceeded $25,000; (k12) except with respect to liens or encumbrances Liens arising by operation of lawlaw or conditional sales or similar security interest granted in connection with the purchase of equipment or supplies, permitted or allowed any of their its assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge additional Lien of any kind; (l13) written down the value of any of its assets, or written off as uncollectible any Receivables, except for write-downs and write-offs in the ordinary course of business and consistent with past practice, none of which are material to the Company, or revalued any of its assets; (14) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than in the usual and ordinary course of business; (m15) suffered any extraordinary losses, canceled any debts material debts, or waived any claims or rights of substantial value, whether or not in the usual and ordinary course of business; (n16) paid, lent or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any stockholder of CHC or with any of the officers or directors of CHC or any of its subsidiaries the Company, or of any "affiliate" or "associate" of any of their its officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended), except for reimbursement of ordinary and reasonable business expenses related to the business of CHC and its subsidiaries and compensation to officers at rates not exceeding the rates of compensation at February 28, 1995Company; (o17) amended, terminated or otherwise altered (whether by action or inaction) any contract, agreement or license of significant value to which CHC or any of its subsidiaries the Company is a party, except in the ordinary course of business; (p18) entered into a material transaction, contract or commitment transaction other than in the ordinary course of business business, or made any change in any method of accounting or accounting practice; (q19) canceled, or failed to continue, insurance coverages;; or (r20) agreed, whether in writing or otherwise, agreed to take any action described in this 2.7; (s) suffered any material adverse change in its business, properties, assets, liabilities, net worth, earnings or financial condition; or (t) done any act or thing which under the terms and conditions of this Agreement would be in violation of any of the covenants, stipulations or agreements of CHC hereunder, or which would make any representation or warranty of CHC hereunder inaccurate or untrue as of the Closing DateSection 3.7.

Absence of Certain Recent Changes. Except as expressly provided disclosed in this Agreement or as set forth on Exhibit 2.7 Sellers Disclosure Schedule 4.30, since the date of the Exhibit Volume Letter of Intent, the Company has conducted its operations only in alphabetical order corresponding to the following subsections since February 28ordinary and usual course of business, 1995, in a manner consistent with past and through present practices (including without limiting the Closing Date, CHC foregoing practices concerning the maintenance of the Equipment and its subsidiaries have not been Partnership Equipment) and will not havehas not: (a) except suffered either any Material Adverse Change in its financial condition, results of operations or business or any other event or condition of any character that might reasonably be expected to have a material adverse effect on its business or prospects, including any liability, loss, damage or expense outside the usual and ordinary course of their businessesbusiness, consistent with past practice, and except for any such Material Adverse Change or other event or condition disclosed in an amount which is usual and normal, incurred, both individually or updated Sellers Disclosure Schedule to be provided to Purchaser in accordance with the aggregate, any indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness or sold any provisions of their assetsSection 7.10 of this Agreement; (b) suffered any damageloss or prospective loss of one or more dealers, destruction suppliers or losscustomers, whether or not covered by insurancealtered any contractual arrangement with any one or more of its dealers, suppliers or customers, the loss or alteration of which, either individually or in excess the aggregate, would have a material adverse effect on the business or prospects of $10,000the Company, except for any such loss or alteration disclosed in an updated Sellers Disclosure Schedule to be provided to Purchaser in accordance with the provisions of Section 7.10 of this Agreement; (c) suffered made any capital expenditure or commitments for the resignation acquisition or other termination construction of any management personnel single item of CHCproperty, plant or the loss equipment in excess of or other termination of a business relationship with any material customers or suppliers of CHC's business or been engaged in a material dispute with any material customer or supplier which could threaten such business relationship$5,000; (d) increased amended or terminated any lease, contract or material commitment to which the regular rate of compensation payable by them to Company is a party; (e) entered into any employee, stockholder, or any physician other than normal merit and cost of living increases granted transaction not in the ordinary course of business; business or increased such compensation by bonus, percentage, compensation service award otherwise inconsistent in any respect with the past practices or similar arrangement theretofore in effect for conduct of the benefit business of any of their employees, and no such increase is required; (e) established or agreed to establish, amended or terminated any pension, retirement or welfare plan or arrangement for the benefit of their employees not theretofore in effectCompany; (f) had any change in the capitalization of the CHC and its subsidiariesdeclared, including, without limitation, the grant or issuance by the CHC or any of its subsidiaries of any shares of stock of any class, any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments or rights affecting or relating in any manner whatsoever to any equitable interests in CHC or any of its subsidiaries; (g) declared set aside or paid any dividend or other distribution, distribution in any form whatsoever, on any class respect of its capital stock or purchased or redeemed any the shares of its capital stockthe Company; (hg) made sold any direct or indirect purchaseaccounts receivable, redemption or other acquisition by CHC or disposed of any of its subsidiaries, or entered into any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their capital stock or other equitable interests; (i) experienced any labor organizational efforts, strikes or complaints, inventories other than grievance procedures in the ordinary course of business, business or entered into accrued any collective bar\gaining agreements with any union; (j) made any single capital expenditure which exceeded $10,000 or made aggregate capital expenditures which exceeded $25,000; (k) except with respect to liens or encumbrances arising by operation of law, permitted or allowed any of their assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind; (l) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than in the usual and ordinary course of business; (m) suffered any extraordinary losses, canceled any debts or waived any claims or rights of substantial value, whether or not in the usual and ordinary course of business; (n) paid, lent or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any stockholder of CHC or any of the officers or directors of CHC or any of its subsidiaries or of any "affiliate" or "associate" of any of their officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended), except for reimbursement of ordinary and reasonable business expenses related to the business of CHC and its subsidiaries and compensation to officers at rates not exceeding the rates of compensation at February 28, 1995; (o) amended, terminated or otherwise altered (whether by action or inaction) any contract, agreement or license of significant value to which CHC or any of its subsidiaries is a party, except in the ordinary course of business; (ph) entered into a changed any material transactionaccounting principle, contract material procedure or commitment other than material practice followed by the Company or the method of applying such principle, procedure or practice; (i) incurred any indebtedness for borrowed money, except for indebtedness incurred in the ordinary course of business under the revolving credit facility included in the LaSalle Bank Agreement; (j) created, assumed or permitted to exist any lien, pledge, security interest, encumbrance or mortgage of any kind on any of its properties or assets; (k) permitted the occurrence or continuance of any default under any agreement; (l) acquired the securities or substantially all of the assets of any other entity; (m) merged or consolidated with any entity; (n) established or agreed to establish any pension, retirement, profit-sharing, deferred compensation or other employee benefit or welfare plan for the employees of the Company; (o) increased the rate of compensation payable or to become payable to the Company's officers or employees or increased the amounts paid or payable to such officers or employees under any Plan, or made or increased any change arrangements made for or with any of such officers or employees for the payment of any bonus or profit-sharing amounts; provided, however, that amounts payable to the Principal Stockholders as year-end bonuses under the Company's 401K plan and any related drawing account, in accordance with prior Company practice, shall not constitute a prohibited payment under this clause (o); (p) entered into any method of accounting employment or accounting practicesimilar contract with any officer or employee; (q) canceled, amended in any material respect or failed to continue, insurance coverages;terminated any Plan or agreement concerning employee benefits or compensation or made awards or distributions under any such Plan or agreement not consistent with past practice or custom except as contemplated herein; and (r) agreedentered into any contract (including but not limited to assignments, licenses, transfers of exclusive rights, "work for hire" agreements, special commissions, employment contracts, purchase orders, sales orders, mortgages and security agreements) which (A) contain a grant or other transfer, whether in writing present, retroactive, prospective, or otherwisecontingent, to take any action described in this 2.7; (s) suffered any material adverse change in its business, properties, assets, liabilities, net worth, earnings or financial condition; or (t) done any act or thing which under the terms and conditions of this Agreement would be in violation by it of any of the covenants, stipulations or agreements of CHC hereunderrights in any Intellectual Property, or which would make (B) contain a promise made by or to it to pay any representation lump sum or warranty royalty or other payment or consideration with respect to the acquisition, practice or use of CHC hereunder inaccurate or untrue as of the Closing Dateany intellectual property.

Absence of Certain Recent Changes. Except as expressly provided in this Agreement or as set forth on Exhibit 2.7 of the Exhibit Volume in alphabetical order corresponding to the following subsections since February 28, 1995, Schedule B and through the Closing Date, CHC and its subsidiaries without the written consent of NBC, Acquisition Parties have not been and will not havehave taken any of the following actions that materially affect this transaction: (a) except current liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the usual and ordinary course of their businessesbusiness, consistent with past practice, and in an amount which is usual and normal, normally incurred, both individually or and in the aggregate, any indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness or sold any assets other than inventory in the normal course of their assetsbusiness; (b) suffered any damage, destruction or loss, whether or not covered by insurance, in excess of $10,000; (c) suffered the resignation or other termination of any management personnel of CHCGW, KCIA or GCMA, or the material loss of or other termination of a material business relationship with any material customers or suppliers of CHC's business or been engaged in a material dispute with any material customer or supplier which could threaten such business relationshiptheir business; (d) except as provided in 8.3, increased the regular rate of compensation payable by them to any employee, stockholder, or any physician other than normal merit and cost of living increases granted in the ordinary course of business; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect for the benefit of any of their employees, and no such increase is required; (e) established or agreed to establish, amended or terminated any pension, retirement or welfare plan or arrangement for the benefit of their employees not theretofore in effect; (f) suffered any change in financial condition, assets, liabilities, operations, prospects or business or suffered any other event or condition of any character which individually or in the aggregate has or might reasonably have a material adverse effect on Acquisition Parties; (g) had any change in the capitalization of the CHC and its subsidiariesGW, KCIA or GCMA, including, without limitation, the grant or issuance by the CHC or any of its subsidiaries them of any shares of stock of any class, any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments or rights affecting or relating in any manner whatsoever to any equitable interests in CHC GW or any of its subsidiariesGCMA; (gh) declared or paid any dividend or other distribution, in any form whatsoever, distribution on any class of its the capital stock of GW, KCIA or GCMA or purchased or redeemed any of its capital stock; (h) , provided however, a distribution can be made to shareholders as necessary to satisfy any direct tax liability resulting from the close of corporate business activity or indirect purchase, redemption or other acquisition by CHC or any of its subsidiaries, or entered into any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their capital stock or other equitable interestsshareholders' previously taxed earnings; (i) experienced any labor organizational efforts, strikes or complaints, other than grievance procedures failed to replenish its inventories and supplies in a normal and customary manner consistent with past practice and prudent business practice prevailing in the industry or made any purchase commitments in excess of normal, ordinary course and usual for the business or at any price in excess of businesscurrent market price or terms more onerous than customary in the industry or made any change in its selling, pricing, advertising or entered into any collective bar\gaining agreements personnel practices inconsistent with any unionprior practices and prudent business practices prevailing in the industry; (j) unless mutually agreed ( orally or in writing ) by the parties, made any single capital expenditure which exceeded $10,000 3,000 or made aggregate capital expenditures which exceeded $25,000; (k) except with respect to liens or encumbrances arising by operation of law, permitted or allowed any of their assets the Assets of GW, KCIA or GCMA (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind; (l) written down the value of any of the Acquired Stock, or written off as uncollectible any notes or accounts receivable thereof; (m) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than in the usual and ordinary course of business; (mn) suffered any extraordinary losses, canceled any debts or waived any claims or rights of substantial value, whether or not in the usual and ordinary course of business; (no) paid, lent or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any stockholder of CHC or any of the officers or directors of CHC or any of its subsidiaries or of any "affiliate" or "associate" of any of their officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended)with Acquisition Parties, except for reimbursement of ordinary and reasonable business expenses related to the their business of CHC and its subsidiaries and compensation to officers at rates not exceeding the rates of compensation at February 28the Balance Sheet Date, 1995and except as provided in 8.3; (op) amended, terminated or otherwise altered (whether by action or inaction) any contract, agreement or license of significant value to which CHC GW, KCIA or any of its subsidiaries GCMA is a party, except in or received any notice of termination or violation of the ordinary course of businesssame; (pq) entered into a material transaction, contract or commitment transaction other than in the ordinary course of business or made any change in any method of accounting or accounting practice; (qr) canceled, or failed to continue, insurance coverages; (r) agreed, whether in writing or otherwise, to take any action described in this 2.7;; or (s) suffered become aware, and failed to disclose, of any material adverse change in its business, properties, assets, liabilities, net worth, earnings conditions or financial condition; orcontingencies which could cause the renewal income of the Acquisition Parties to be canceled or reduced; (t) done any act or thing which under the terms and conditions of this Agreement would be in violation of any of the covenants, stipulations or agreements of CHC hereunderacquired, or which would make agreed to acquire, any representation new companies or warranty lines of CHC hereunder inaccurate or untrue as insurance business. (u) incurred any indebtedness outside the normal course of the Closing Datebusiness without NBC approval.

Absence of Certain Recent Changes. Except as expressly provided in this Agreement or as set forth on Exhibit 2.7 of the Exhibit Volume 3.7 in alphabetical order corresponding to the following subsections subsections, IMG has continued and shall continue the normal operations of IMG's business until the Closing, and since February 28March 31, 19951997, and through the Closing Date, CHC and its subsidiaries have IMG has not been and will not have: (a) except in the usual and ordinary course of their businessesits business, consistent with past practice, and in an amount which is usual and normal, incurred, both individually or in the aggregate, normal incurred any indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness or sold any of their its assets; (b) transferred, disposed of, or further encumbered or pledged any of the Assets without the prior written consent of ProMedCo-Sarasota; (c) suffered any damage, destruction or loss, whether or not covered by insurance, in excess of $10,000; (cd) suffered the resignation or other termination of any management personnel of CHCIMG, or the loss of or other termination of a business relationship with any material customers or suppliers of CHCIMG's business or been engaged in a material dispute with any material customer or supplier which could threaten such business relationshipbusiness; (de) increased the regular rate of compensation payable by them it to any employee, stockholder, or any physician employee other than normal merit and cost of living increases granted in the ordinary course of business; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect for the benefit of any of their its employees, and no such increase is required; (ef) established or agreed to establish, amended or terminated any pension, retirement or welfare plan or arrangement for the benefit of their its employees not theretofore in effect; (fg) had suffered any change in the capitalization of the CHC and its subsidiariesfinancial condition, includingassets, without limitationliabilities, the grant operations, prospects or issuance by the CHC business or suffered any of its subsidiaries other event or condition of any shares of stock of any class, any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments character which individually or rights affecting in the aggregate has or relating in any manner whatsoever to any equitable interests in CHC or any of its subsidiaries; (g) declared or paid any dividend or other distribution, in any form whatsoever, might reasonably have a material ad verse effect on any class of its capital stock or purchased or redeemed any of its capital stockIMG; (h) made any direct or indirect purchase, redemption or other acquisition by CHC or any of its subsidiaries, or entered into any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their capital stock or other equitable interests; (i) experienced any labor organizational efforts, strikes or complaints, complaints other than grievance griev ance procedures in the ordinary course of business, business or entered into any collective bar\gaining bargaining agreements with any union; (ji) made any single capital expenditure which exceeded $10,000 5,000 or made aggregate capital expenditures which exceeded $25,00010,000; (kj) except with respect to liens or encumbrances arising by operation of law, permitted or allowed any of their assets (real, personal or mixed, tangible or intangible) the Assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind; (k) written down the value of any of the Assets, or written off as uncollectible any notes or accounts receivable, except for write-downs and write-offs in the ordinary course of business and consistent with past practice; (l) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than in the usual and ordinary course of business; (m) suffered any extraordinary losses, canceled any debts or waived any claims or rights of substantial value, whether or not in the usual and ordinary course of businessbus iness; (n) paid, lent or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any stockholder of CHC IMG or any of the officers or directors of CHC or any of its subsidiaries IMG or of any "affiliate" or "associateAffiliate" of any of their its officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended)directors, except for reimbursement of ordinary and reasonable business expenses related to the business of CHC and its subsidiaries IMG and compensation to officers at rates not exceeding the rates of compensation compensa tion at February 28March 31, 19951997; (o) amended, terminated or otherwise altered (whether by action or inaction) any contract, agreement or license of significant value to which CHC or any of its subsidiaries IMG is a party, except in the ordinary course of business; (p) entered into a material transaction, contract or commitment transaction other than in the ordinary course of business or made any change in any method of accounting or accounting practice; (q) canceled, or failed to continue, insurance coverages;; or (r) agreed, whether in writing or otherwise, to take any action described in this 2.7; (s) suffered any material adverse change in its business, properties, assets, liabilities, net worth, earnings or financial condition; or (t) done any act or thing which under the terms and conditions of this Agreement would be in violation of any of the covenants, stipulations or agreements of CHC hereunder, or which would make any representation or warranty of CHC hereunder inaccurate or untrue as of the Closing Datess.

Absence of Certain Recent Changes. Except as expressly provided disclosed on Schedule 3.6 or reflected on the Financial Statements, Practice has not, since January 1, 1997, except in this Agreement or as set forth on Exhibit 2.7 the ordinary course of the Exhibit Volume in alphabetical order corresponding to the following subsections since February 28, 1995, and through the Closing Date, CHC and its subsidiaries have not been and will not havebusiness consistent with past practice: (a) except in the usual and ordinary course of their businesses, consistent with past practice, and in an amount which is usual and normal, incurred, both individually or in the aggregate, incurred any indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness or sold any of their its assets; (b) suffered any damage, destruction or loss, to any of the tangible Assets, whether or not covered by insurance, in excess of $10,000; (c) suffered the resignation or other termination of any management personnel of CHC, or the loss of or other termination of a business relationship with any material customers or suppliers of CHC's business or been engaged in a material dispute with any material customer or supplier which could threaten such business relationship; (d) increased the regular rate of compensation payable by them to any employee, stockholder, employee or any physician other than normal merit and cost of living increases granted in the ordinary course of businessphysician; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect for the benefit of any of their its employees, and no such increase is required; (ed) established or agreed to establish, amended or terminated establish any pension, retirement or welfare plan or arrangement for the benefit of their its employees not theretofore in effect; (fe) had suffered any change in the capitalization of the CHC and its subsidiariesfinancial condition, includingassets, without limitation, the grant liabilities or issuance by the CHC business or suffered any of its subsidiaries other event or condition of any shares of stock of any class, any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments character which individually or rights affecting in the aggregate has or relating in any manner whatsoever might reasonably be expected to any equitable interests in CHC or any of have a material adverse effect on its subsidiariesbusiness; (g) declared or paid any dividend or other distribution, in any form whatsoever, on any class of its capital stock or purchased or redeemed any of its capital stock; (h) made any direct or indirect purchase, redemption or other acquisition by CHC or any of its subsidiaries, or entered into any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their capital stock or other equitable interests; (if) experienced any labor organizational efforts, strikes or complaints, other than grievance procedures in the ordinary course of business, formal complaints or entered into any collective bar\gaining bargaining agreements with any union; (jg) made any single capital expenditure which exceeded $10,000 2,500 or made aggregate capital expenditures which exceeded $25,00010,000; (kh) except with respect to liens or encumbrances arising by operation disposed of law, permitted or allowed any of their assets (real, personal the Assets or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge written down the value of any kindof the Assets, or written off as uncollectible any Accounts Receivable, or revalued any of the Assets; (li) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than in the usual and ordinary course of business); (mj) suffered any extraordinary losses, canceled any debts or waived any claims or rights of substantial value, whether or not in the usual and ordinary course of business; (nk) paidentered into, lent amended or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any stockholder of CHC or any of the officers or directors of CHC or any of its subsidiaries or of any "affiliate" or "associate" of any of their officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended), except for reimbursement of ordinary and reasonable business expenses related to the business of CHC and its subsidiaries and compensation to officers at rates not exceeding the rates of compensation at February 28, 1995; (o) amended, terminated or otherwise altered (whether by action or inaction) any contract, agreement or license of significant value to which CHC or any of its subsidiaries it is a party, except in the ordinary course of business; (pl) entered into a material transaction, contract or commitment other than in the ordinary course of business transaction or made any change in any method of accounting or accounting practice; (qm) canceled, or failed to continue, insurance coverages; (rn) agreed, whether in writing or otherwise, to take any action described in this 2.7Section 3.6; (so) suffered declared any material adverse change dividend or made any distribution to its shareholders other than in accordance with its business, properties, assets, liabilities, net worth, earnings or financial conditionhistoric practices; or (tp) done any act or thing which under operated its business other than in the terms and conditions of this Agreement would be in violation of any of the covenants, stipulations or agreements of CHC hereunder, or which would make any representation or warranty of CHC hereunder inaccurate or untrue as of the Closing Dateordinary course consistent with past practice.

Absence of Certain Recent Changes. Except as expressly provided in this Agreement or as set forth on Exhibit 2.7 of the Exhibit Volume 3.7 in alphabetical order corresponding to the following subsections subsections, since February 28April 30, 19951997, and through the Closing Date, CHC and its subsidiaries have not neither Constituent Corporation has been and nor will not have: (a) except in the usual and ordinary course of their businessesits business, consistent with past practice, and in an amount which is usual and normal, incurred, both individually or in the aggregate, normal incurred any indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise)indebtedness, guaranteed any indebtedness or sold any of their its assets; (b) suffered any damage, destruction or casualty loss, whether or not covered by insurance, in excess of $10,000; (c) suffered the resignation or other termination of any management personnel of CHCeither Constituent Corporation, or the loss of or other termination of a business relationship with any material customers or suppliers of CHC's business or been engaged in the Constituent Corpora tions' businesses, taken as a material dispute with any material customer or supplier which could threaten such business relationshipwhole; (d) increased the regular rate of compensation payable by them it to any employee, stockholderstock holder, or any physician other than normal merit and cost of living increases granted gran xxx in the ordinary course of business; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect ef fect for the benefit of any of their its employees, and no such increase is required; (e) established or agreed to establish, amended or terminated any pension, retirement or welfare plan or arrangement for the benefit of their its employees not theretofore in effect; (f) had suffered any change in its financial condition, assets, liabilities, operations, business, prospects or business or suffered any other event or condition of any character which individually or in the capitalization of aggregate has, or might have, a material ad verse effect on the CHC and its subsidiaries, including, without limitation, the grant or issuance by the CHC or any of its subsidiaries of Constituent Corporations; (g) issued any shares of stock of any class, or made, granted or entered into any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments or rights affecting or relating in any manner whatsoever to any equitable interests in CHC or any of its subsidiarieseither Constituent Corporation other than as expressly contemplated by this Agreement; (gh) declared or paid any dividend or other distribution, in any form whatsoever, distribution on any class of its capital stock or purchased or redeemed any of its capital stock; (hi) made any direct or indirect purchase, redemption or other acquisition by CHC or any of its subsidiariessuch Constituent Corporations, or entered into made any commitment, plan or agreement by CHC or any of its subsidiaries such Constituent Corporations to purchase, redeem or otherwise acquire any shares of their capital stock or other equitable interests; (ij) experienced any labor organizational efforts, strikes or complaints, complaints other than grievance procedures in the ordinary course of business, business or entered into any collective bar\gaining bargaining agreements with any union; (jk) made any single capital expenditure which exceeded $10,000 or made aggregate capital expenditures which exceeded $25,000; (kl) except with respect to liens or encumbrances arising by operation of law, permitted permit xxx or allowed any of their its assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction restric tion or charge of any kind; (lm) written down the value of any of its assets, or written off as uncollectible any notes or accounts receivable, except for write-downs and write-offs in the ordi nary course of business and consistent with past practice, none of which are material to the Constituent Corporations, taken as a whole, or revalued any of its assets; (n) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accruedac crued, contingent or otherwise) other than in the usual and ordinary course of business; (mo) suffered any extraordinary losses, canceled any debts or waived any claims or rights of substantial value, whether or not in the usual and ordinary course of businessbus iness; (np) paid, lent or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any stockholder of CHC either Constituent Corporation or any of the officers or directors of CHC or any of its subsidiaries either Constituent Corporation or of any "affiliateaf filiate" or "associate" of any of their its officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended), except for reimbursement of ordinary and reasonable business expenses related to the business of CHC and its subsidiaries one of the Constituent Corporations and compensation to officers at rates not exceeding the rates of compensation at February 28April 30, 19951997 or except as expressly contemplated by this Agreement; (oq) amended, terminated or otherwise altered (whether by action or inaction) any contract, agreement or license of significant value to which CHC or any of its subsidiaries either Constituent Corporation is a party, except in the ordinary course of business; (pr) entered into a material transaction, contract or commitment transaction other than in the ordinary course of business or made any change in any method of accounting or accounting practice; (qs) canceled, or failed to continue, insurance coverages;; or (rt) agreed, whether in writing or otherwise, to take any action described in this 2.7; (s) suffered any material adverse change in its business, properties, assets, liabilities, net worth, earnings or financial condition; or (t) done any act or thing which under the terms and conditions of this Agreement would be in violation of any of the covenants, stipulations or agreements of CHC hereunder, or which would make any representation or warranty of CHC hereunder inaccurate or untrue as of the Closing Datess. 3.

Absence of Certain Recent Changes. Except as expressly provided in this Agreement or as set forth on Exhibit 2.7 3.6 since the date of the Exhibit Volume in alphabetical order corresponding to the following subsections since February 28, 1995most recent Financial Statements, and through the Closing Date, CHC and its subsidiaries have the Company has not been and will not have: (a1) except in the usual and ordinary course of their its businesses, consistent with past practice, and in an amount which is usual and normal, both individually and in the aggregate or as otherwise contemplated by this Agreement, incurred, both individually or in the aggregate, any material indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness or sold any of their its assets; (b2) suffered any damage, destruction or loss, whether or not covered by insurance, in excess of Fifty Thousand Dollars ($10,00050,000.00); (c) suffered the resignation or other termination of any management personnel of CHC, or the loss of or other termination of a business relationship with any material customers or suppliers of CHC's business or been engaged in a material dispute with any material customer or supplier which could threaten such business relationship; (d3) increased the regular rate of compensation payable by them it to any employee, stockholder, employee or any physician other than normal merit and cost of living increases granted in the ordinary course of business; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect for the benefit of any of their its employees, and no such increase is requiredrequired except for increases made in the ordinary course of business; (e4) established or agreed to establish, amended or terminated any pension, retirement or welfare plan or arrangement for the benefit of their its employees not theretofore in effect; (f5) had suffered any material adverse change in the capitalization of the CHC and its subsidiariesfinancial condition, includingassets, without limitationliabilities, the grant operations, or issuance by the CHC or any of its subsidiaries of any shares of stock of any class, any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments or rights affecting or relating in any manner whatsoever to any equitable interests in CHC or any of its subsidiariesbusiness; (g) declared or paid any dividend or other distribution, in any form whatsoever, on any class of its capital stock or purchased or redeemed any of its capital stock; (h) made any direct or indirect purchase, redemption or other acquisition by CHC or any of its subsidiaries, or entered into any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their capital stock or other equitable interests; (i6) experienced any material labor organizational efforts, strikes or complaints, complaints other than grievance procedures in the ordinary course of business, business or entered into any collective bar\gaining bargaining agreements with any union; (j) made any single capital expenditure which exceeded $10,000 or made aggregate capital expenditures which exceeded $25,000; (k7) except with respect to liens or encumbrances Liens arising by operation of lawlaw or conditional sales or similar security interest granted in connection with the purchase of equipment or supplies, permitted or allowed any of their its assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge additional Lien of any kind; (l) 8) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than in the usual and ordinary course of business; (m9) suffered any extraordinary losses, canceled any debts material debts, or waived any claims or rights of substantial value, whether or not in the usual and ordinary course of business; (n10) paid, lent or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any stockholder of CHC or with any of the officers or directors of CHC or any of its subsidiaries the Company, or of any "affiliate" or "associate" of any of their its officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended), except for reimbursement of ordinary and reasonable business expenses related to the business of CHC and its subsidiaries and compensation to officers at rates not exceeding the rates of compensation at February 28, 1995Company; (o11) amended, terminated or otherwise altered (whether by action or inaction) any material contract, agreement or license of significant value to which CHC or any of its subsidiaries the Company is a party, except in the ordinary course of business; (p12) entered into a material transaction, contract or commitment transaction other than in the ordinary course of business business, or made any change in any method of accounting or accounting practice; (q13) canceled, or failed to continue, insurance coverages;; or (r14) agreed, whether in writing or otherwise, agreed to take any action described in this 2.7; (s) suffered any material adverse change in its business, properties, assets, liabilities, net worth, earnings or financial condition; or (t) done any act or thing which under the terms and conditions of this Agreement would be in violation of any of the covenants, stipulations or agreements of CHC hereunder, or which would make any representation or warranty of CHC hereunder inaccurate or untrue as of the Closing DateSection 3.6.

Absence of Certain Recent Changes. Except as expressly provided in this Agreement or as set forth on Exhibit 2.7 of the Exhibit Volume 3.6 in alphabetical order corresponding to the following subsections subsections, since February 28September 30, 19951996, and through the Escrow Closing Date, CHC and its subsidiaries have WMM has not been and will not have: (a) except in the usual and ordinary course of their businessesits business, consistent with past practice, and in an amount which is usual and normal, incurred, both individually or in the aggregate, normal incurred any indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness or sold any of their its assets; (b) suffered any damage, destruction or loss, whether or not covered by insurance, in excess of $10,000; (c) suffered the resignation or other termination of any management personnel of CHCWMM, or the loss of or other termination of a business relationship with any material customers or suppliers of CHCWMM's business or been engaged in a material dispute with any material customer or supplier which could threaten such business relationshipbusiness; (d) increased the regular rate of compensation payable by them it to any employee, stockholder, or any physician employee other than normal merit and cost of living increases granted in the ordinary course of business; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect for the benefit of any of their its employees, and no such increase is required; (e) established or agreed to establish, amended or terminated any pension, retirement or welfare plan or arrangement for the benefit of their its employees not theretofore in effect; (f) had suffered any change in the capitalization of the CHC and its subsidiariesfinancial condition, includingassets, without limitationliabilities, the grant operations, prospects or issuance by the CHC business or suffered any of its subsidiaries other event or condition of any shares of stock of any classcharacter which individually or in the aggregate has or might reasonably have a material adverse effect on WMM, any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments or rights affecting or relating in any manner whatsoever to any equitable interests in CHC or any of its subsidiariesit being understood that WMM has operated at a loss; (g) declared or paid any dividend or other distribution, in any form whatsoever, on any class of its capital stock or purchased or redeemed any of its capital stock; (h) made any direct or indirect purchase, redemption or other acquisition by CHC or any of its subsidiaries, or entered into any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their capital stock or other equitable interests; (i) experienced any labor organizational efforts, strikes or complaints, complaints other than grievance procedures in the ordinary course of business, business or entered into any collective bar\gaining bargaining agreements with any union; (jh) made any single capital expenditure which exceeded $10,000 5,000 or made aggregate capital expenditures which exceeded $25,00010,000; (ki) except with respect to liens or encumbrances arising by operation of law, permitted or allowed any of their the assets (real, personal or mixed, tangible or intangible) of WMM to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind; (lj) written down the value of any of the assets of WMM, or written off as uncollectible any notes or accounts receivable, except for write-downs and write-offs in the ordinary course of business and consistent with past practice, none of which are material; (k) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than in the usual and ordinary course of business; (ml) suffered any extraordinary losses, canceled any debts or waived any claims or rights of substantial value, whether or not in the usual and ordinary course of business; (nm) paid, lent or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any stockholder of CHC WMM or any of the officers or directors of CHC or any of its subsidiaries WMM or of any "affiliate" or "associateAffiliate" of any of their its officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended)directors, except for reimbursement of ordinary and reasonable business expenses related to the business of CHC and its subsidiaries WMM and compensation to officers at rates not exceeding the rates of compensation at February 28September 30, 19951996; (on) amended, terminated or otherwise altered (whether by action or inaction) any contract, agreement or license of significant value to which CHC or any of its subsidiaries WMM is a party, except in the ordinary course of business; (po) entered into a material transaction, contract or commitment transaction other than in the ordinary course of business or made any change in any method of accounting or accounting practice; (qp) canceled, or failed to continue, insurance coverages;; or (rq) agreed, whether in writing or otherwise, to take any action described in this 2.7; (s) suffered any material adverse change in its business, properties, assets, liabilities, net worth, earnings or financial condition; or (t) done any act or thing which under the terms and conditions of this Agreement would be in violation of any of the covenants, stipulations or agreements of CHC hereunder, or which would make any representation or warranty of CHC hereunder inaccurate or untrue as of the Closing DateSection 3.6.

Absence of Certain Recent Changes. Except as expressly provided Practice has not, since June 30, 1996, except in this Agreement or as set forth on Exhibit 2.7 the ordinary course of the Exhibit Volume in alphabetical order corresponding to the following subsections since February 28, 1995, and through the Closing Date, CHC and its subsidiaries have not been and will not havebusiness consistent with past practice: (a) except in the usual and ordinary course of their businesses, consistent with past practice, and in an amount which is usual and normal, incurred, both individually or in the aggregate, incurred any indebtedness or other liabilities (whether accrued, absolute, contingent or otherwise), guaranteed any indebtedness or sold any of their its assets; (b) suffered any damage, destruction or loss, to any of the tangible Assets, whether or not covered by insurance, in excess of $10,000; (c) suffered the resignation or other termination of any management personnel of CHC, or the loss of or other termination of a business relationship with any material customers or suppliers of CHC's business or been engaged in a material dispute with any material customer or supplier which could threaten such business relationship; (d) increased the regular rate of compensation payable by them to any employee, stockholder, employee or any physician other than normal merit and cost of living increases granted in the ordinary course of businessphysician; or increased such compensation by bonus, percentage, compensation service award or similar arrangement theretofore in effect for the benefit of any of their its employees, and no such increase is required; (ed) established or agreed to establish, amended or terminated establish any pension, retirement or welfare plan or arrangement for the benefit of their its employees not theretofore in effect; (fe) had suffered any change in the capitalization of the CHC and its subsidiariesfinancial condition, includingassets, without limitation, the grant liabilities or issuance by the CHC business or suffered any of its subsidiaries other event or condition of any shares of stock of any class, any subscriptions, options, warrants, convertible securities, rights, calls, agreements, commitments character which individually or rights affecting in the aggregate has or relating in any manner whatsoever might reasonably be expected to any equitable interests in CHC or any of have a material adverse effect on its subsidiariesbusiness; (g) declared or paid any dividend or other distribution, in any form whatsoever, on any class of its capital stock or purchased or redeemed any of its capital stock; (h) made any direct or indirect purchase, redemption or other acquisition by CHC or any of its subsidiaries, or entered into any commitment, plan or agreement by CHC or any of its subsidiaries to purchase, redeem or otherwise acquire any shares of their capital stock or other equitable interests; (if) experienced any labor organizational efforts, strikes or complaints, other than grievance procedures in the ordinary course of business, formal complaints or entered into any collective bar\gaining bargaining agreements with any union; (jg) made any single capital expenditure which exceeded $10,000 2,500 or made aggregate capital expenditures which exceeded $25,00010,000; (kh) except with respect to liens or encumbrances arising by operation disposed of law, permitted or allowed any of their assets (real, personal the Assets or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge written down the value of any kindof the Assets, or written off as uncollectible any Accounts Receivable, or revalued any of the Assets; (li) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than in the usual and ordinary course of business); (mj) suffered any extraordinary losses, canceled any debts or waived any claims or rights of substantial value, whether or not in the usual and ordinary course of business; (nk) paidentered into, lent amended or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any stockholder of CHC or any of the officers or directors of CHC or any of its subsidiaries or of any "affiliate" or "associate" of any of their officers or directors (as such terms are defined in the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended), except for reimbursement of ordinary and reasonable business expenses related to the business of CHC and its subsidiaries and compensation to officers at rates not exceeding the rates of compensation at February 28, 1995; (o) amended, terminated or otherwise altered (whether by action or inaction) any contract, agreement or license of significant value to which CHC or any of its subsidiaries it is a party, except in the ordinary course of business; (pl) entered into a material transaction, contract or commitment other than in the ordinary course of business transaction or made any change in any method of accounting or accounting practice; (qm) canceled, or failed to continue, insurance coverages;; or (rn) agreed, whether in writing or otherwise, to take any action described in this 2.7; (s) suffered any material adverse change in its business, properties, assets, liabilities, net worth, earnings or financial condition; or (t) done any act or thing which under the terms and conditions of this Agreement would be in violation of any of the covenants, stipulations or agreements of CHC hereunder, or which would make any representation or warranty of CHC hereunder inaccurate or untrue as of the Closing DateSection 3.6.