Common use of Absence of Changes or Events Clause in Contracts

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended December 31, 1994, as filed with the SEC, since December 31, 1994: (a) there has been no material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies and its subsidiaries taken as a whole; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.); (c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in accounting methods, principles or practices of Shared Technologies or its subsidiaries; (e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Shared Technologies Material Adverse Effect; and (g) there has not been any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrect.

Absence of Changes or Events. Except as set forth in Shared Technologies' Xxxxxxxxx'x Form 10-K for the fiscal year ended December 31June 30, 19941995, as filed with the SEC, since December 31June 30, 19941995: (a) there has been no material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies Xxxxxxxxx and its subsidiaries taken as a whole; (it being understood that no such material adverse change shall be deemed to have occurred with respect to Xxxxxxxxx and VSI, taken as a whole, if the pro forma consolidated net worth of Xxxxxxxxx, as evidenced by a pro forma clos- ing date balance sheet to be delivered to Shared Technolo- xxxx on the Effective Date, is at least $80,000,000); (b) except as contemplated by Schedule 9.1 and except for dividends by Xxxxxxxxx to RHI in an amount not exceeding capital contributions made to Xxxxxxxxx by RHI since June 30, 1995 plus $4,000,000, there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies Xxxxxxxxx or any of its subsid- iariessubsidiaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies Xxxxxxxxx or any of its subsidiaries in respect of its their capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)stock; (c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx Xxxxxxxxx nor any of its subsidiaries has incurred any indebt- edness indebtedness for borrowed money, or assumed, guaranteed, endorsed or otherwise other- wise as an accommodation become respon- sible responsible for the obligations obli- gations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in accounting methods, principles or practices of Shared Technologies Xxxxxxxxx or its subsidiaries; (e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies Xxxxxxxxx or any of its subsid- iaries subsidiaries of any of their respective assets, including, with- out without limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Shared Technologies Xxxxxxxxx Material Adverse Effect; and (g) there has not been any agreement by Shared Tech- nologies Xxxxxxxxx or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wiseotherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V VI untrue or incorrect.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended Since December 31, 1994, as filed with the SEC, since December 31, 19941996: (a) there has been no material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies and its subsidiaries taken as a whole; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iariesthe Company, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries the Company in respect of its capital stock (except for stock, other than the distribution of payment made by the Company with respect to 500,000 shares of Shared Tech- nologies CellularCommon Stock put to the Company by Valcheck Company on June 30, Inc.)1997; (cb) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries practice, the Company has not incurred any indebt- edness indebtedness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible responsible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporationcorporation or entered into any commitment or transaction material to the Company taken as a whole; (dc) there has not been any material change in the accounting methods, principles or practices of Shared Technologies or its subsidiariesthe Company; (e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables; (fd) there has not been any damage, destruction or loss, whether or not covered by insurance or notinsurance, except for such as would not, individually or in the aggregate, have a Shared Technologies Material Adverse Effect; and; (e) there has been no change in the business, operations, assets or financial condition of the Company that has had or will have a Material Adverse Effect; (f) there has not been any revaluation by the Company of any of its material assets, including but not limited to writing down the value of inventory or writing off notes or accounts receivable, in any case, other than in the ordinary course of business and in connection with the revaluation of certain fixed assets as set forth in the Disclosure Statement; (g) there has not been any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including without limitation the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan or agreement or arrangement, or any other increase in the compensation payable or to become payable to any present or former directors, officers or key employees of the Company, except for increases in base compensation in the ordinary course of business consistent with past practice, or any employment, consulting or severance agreement or arrangement entered into with any such present or former directors, officers or key employees; or (h) there has not been any agreement by Shared Tech- nologies or any of its subsidiaries the Company to (i) do any of the things described in the preceding clauses (a) through (fg) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wiseotherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V III untrue or incorrect.

Absence of Changes or Events. Except Since the Interim Balance Sheet Date, each Brand Company has (and Seller, in so far as set forth in Shared Technologies' Form 10-K for it operated any aspect of the fiscal year ended December 31Brand Business or owned any asset constituting a Contributed Asset prior to the date hereof, 1994, as filed with the SEC, since December 31, 1994:has) (ai) there has been no material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies and conducted its subsidiaries taken as a whole; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.); (c) except business in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries has incurred any indebt- edness for borrowed moneypractice, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) and there has not been occurred any change change, effect, event, condition or circumstance that, individually or in accounting methodsthe aggregate, principles has resulted in or practices would reasonably be expected to result in a Company Material Adverse Effect, (ii) used its commercially reasonable efforts to preserve intact its business organization and goodwill and relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities, and other third parties and to keep available the services of Shared Technologies its current officers and employees, and (iii) used its commercially reasonable efforts to protect its Intellectual Property, and to avoid infringing, violating or its subsidiaries; misappropriating any Intellectual Property of any third party (e) assuming that the practices, customs, actions and omissions in effect on or taken prior to the Interim Balance Sheet Date were sufficient to avoid the same). Since the Interim Balance Sheet Date, except in the ordinary course of business consistent with past practice or as would not be material and for amounts which are not materialadverse to the Brand Companies: (a) none of the Brand Companies has sold, there has not been any revaluation by Shared Technologies leased, transferred, or assigned any of its subsid- iaries of assets, tangible or intangible, to a third party for more than $100,000 or caused or permitted to exist any Lien (other than Permitted Liens) on any of their respective its assets, includingincluding Company Intellectual Property; (b) none of the Brand Companies has acquired by merging or consolidating with, with- out limitationor by purchasing a substantial portion of the assets of, writing down or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (c) none of the value Brand Companies has entered into any Contract outside of inventory the ordinary course of business requiring aggregate expenditures of more than $50,000; (d) none of the Brand Companies has made or writing off notes committed to make any capital expenditure in excess of $50,000, individually, or accounts receivables$150,000, in the aggregate, outside of the ordinary course of business; (e) none of the Brand Companies has issued, created, incurred, assumed, or guaranteed any Indebtedness involving more than $50,000; (f) there none of the Brand Companies has not been changed any of its payment policies with landlords, vendors, suppliers or other creditors or collection policies with respect to customers; (g) none of the Brand Companies has amended its Organizational Documents; (h) none of the Brand Companies has issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock other than in connection with the Contribution; (i) other than in accordance with the Brand Companies’ Organizational Documents, none of the Brand Companies has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (j) none of the Brand Companies has experienced any damage, destruction destruction, or loss, loss (whether or not covered by insurance insurance) to its property in excess of $250,000; (k) none of the Brand Companies has granted any increase in the base compensation or notwages of any of its directors or officers or employees outside of the ordinary course of business; (l) none of the Brand Companies has (1) made, revoked or amended any Tax election, changed any accounting method for Tax purposes, filed any Tax Return outside the ordinary course of business or amended any Tax Return, (2) settled any claim for Taxes or entered into any Tax sharing or similar, contract, or (3) surrendered any right to claim a refund of Taxes; (m) none of the Brand Companies has settled or compromised any dispute, claim or assessment regarding a Tax liability in excess of $50,000; (n) none of the Brand Companies has discharged or settled any Proceeding or Liability, other than respect to any of the matters set forth in Section 5.14 of the Disclosure Schedule; (o) none of the Brand Companies has made any change in its accounting methods or principles except for such as would not, individually required by or in a manner consistent with GAAP and Applicable Laws; (p) none of the aggregateBrand Companies has sold, have a Shared Technologies Material Adverse Effecttransferred, leased, abandoned, cancelled, licensed or otherwise disposed of any Company Intellectual Property, other than (i) non-exclusive licenses to customers granted in the ordinary course of business consistent with past practice, (ii) to other Brand Companies, and (iii) pursuant to the Contribution Agreement or the Gaia Agreements; and (g) there has not been any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (fq) other than as expressly contemplated set forth above, none of the Brand Companies has entered into or provided for in this Agreement or (ii) take, whether in writing or other- wise, agreed to enter into any action which, if taken prior Contract relating to any of the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectforegoing.

Absence of Changes or Events. Except as set forth in Shared Technologies' Section 4.7 of the Disclosure Schedule and in the Company's Form 10-K for the fiscal year ended December 31, 19941999, as filed with the SEC, or the Company's Form 10-Q for the fiscal quarter ended March 31, 2000, as filed with the SEC, since December 31, 1994: (a) there has been no material adverse change1999, or any development involving a prospective material adverse change, in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies Company and its subsidiaries taken as a whole; (b) there has have conducted their respective businesses in the ordinary course consistent with their past practices and have not been incurred any direct or indirect redemptionmaterial liability, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.); (c) except in the ordinary course of its business and their businesses consistent with their past practice neither Shared Technolo- xxxx nor practices, and there has not been (i) any change in the business, financial condition or results of operations of the Company or any of its subsidiaries which has incurred any indebt- edness for borrowed moneyhad, or assumedcould have, guaranteed, endorsed individually or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in accounting methods, principles or practices of Shared Technologies or its subsidiaries; (e) except in the ordinary course of business and for amounts which are not materialaggregate, there has not been any revaluation by Shared Technologies or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables; a Material Adverse Effect; (fii) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would notwhich has had, or could have, individually or in the aggregate, have a Shared Technologies Material Adverse Effect; and (giii) there has not been any entry into or termination of any material commitment, contract, agreement or transaction (including, without limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of or involving the Company and its subsidiaries, other than this Agreement; (iv) any redemption, repurchase or other acquisition for value of its capital stock by Shared Tech- nologies the Company, or any issuance of capital stock of the Company or any of its subsidiaries or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside, or paid on capital stock of the Company; (iv) do any transfer of or right granted under any material lease, license, agreement or Intellectual Property (as defined in Section 4.14 below) of the Company or any of its subsidiaries or any liens or other security interests in any Intellectual Property of the Company or any of its subsidiaries; (vi) any sale or other disposition of any asset of the Company or any of its subsidiaries or any charge, mortgage, pledge or imposition of any lien or other encumbrance (or any satisfaction and discharge thereof) on any asset of the Company or any of its subsidiaries, other than in the ordinary course of business, or any agreement relating to any of the things described foregoing; (vii) any default or breach by the Company or any of its subsidiaries in any material respect under any contract, license or permit; (viii) any general wage or salary increase or any increase in compensation or other benefits payable or to become payable to any executive officers or management employees of the Company or any of its subsidiaries or any entry into any employment contract with any executive officer or key salaried employee of the Company or any of its subsidiaries; and (ix) any change in the preceding clauses (a) through (f) other than as expressly contemplated accounting methods of the Company or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectits subsidiaries.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended Since December 31, 1994, as filed with the SEC, since December 31, 19942004: (a) there has been no material adverse changenot been, or any development involving and there would not reasonably be expected to be, a prospective material adverse change, in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies and its subsidiaries taken as a wholeCompany Material Adverse Effect; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock stock, options, warrants, or other rights to acquire shares of Shared Technologies or any capital stock, of its subsid- iariesthe Company, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries the Company in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)stock; (c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries practice, the Company has not incurred any indebt- edness indebtedness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible responsible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in the financial or the accounting methods, principles or practices of Shared Technologies or its subsidiariesthe Company, except as may be required by GAAP; (e) except in the ordinary course of business consistent with past practice and for amounts which are not material, there has not been any revaluation by Shared Technologies or the Company of any of its subsid- iaries of any of their respective assets, including, with- out without limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such damages, destruction or loss as would not, individually or in the aggregate, reasonably be expected to have a Shared Technologies Company Material Adverse Effect; (g) the Company has not entered into any agreement or transaction with any director, officer or holder of more than 5% of Company Shares or any family member or affiliate of any of the foregoing; (h) the Company has not offered any trade or consumer promotion programs except as disclosed in Section 5.11(h) of the Company Disclosure Letter and, except as disclosed in Section 5.11(h) of the Company Disclosure Letter, the Company has not (at any time) offered any trade or consumer promotions extending beyond December 31, 2005; and (gi) there has not been any agreement by Shared Tech- nologies or any of its subsidiaries the Company to (i) do any of the things described in the preceding clauses (a) through (fh) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wiseotherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrect.

Absence of Changes or Events. Except as disclosed in Schedule 3.8, since June 30, 2013, there has not been any Material Adverse Effect. Except as disclosed in Schedule 3.8, and except in connection with or as a result of the Restructuring, since June 30, 2013, the Company has conducted the Business in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, except as disclosed in the applicable subsection of Schedule 3.8 and except in connection with or as a result of the Restructuring, since June 30, 2013 (or such later date as may be set forth in Shared Technologies' Form 10-K for the fiscal year ended December 31, 1994, as filed with the SEC, since December 31, 1994:below): (a) there the Company has been no material adverse changenot sold, leased, transferred, or assigned any development involving a prospective material adverse changeassets used in, or necessary for the operation of, the Business, other than in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects ordinary course of Shared Technologies and its subsidiaries taken as a wholethe Business consistent with past practice; (b) there no party (including the Company) has not been terminated, cancelled, amended, modified or accelerated any direct Contract that is listed or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.required to be listed on Schedule 3.11(a); (c) except the Company has not imposed any Liens upon any of the Business Assets (other than Permitted Liens); (d) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any Person or business; (e) the Company has not created, incurred, assumed, or guaranteed any Indebtedness (other than draws under a revolving line of credit in the ordinary course consistent with past practice); (f) the Company has not delayed or postponed the payment of any material amount of accounts payable or other material Liabilities past the date when such obligation would have been paid in the ordinary course; (g) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) related to the Business involving an amount of more than $25,000; (h) the Company has not transferred, assigned, or granted any license or sublicense of any material rights under or with respect to any Intellectual Property used in the Business other than in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor practice; (i) the Company has not made or authorized any change in any of its subsidiaries organizational documents; (j) since the effective date of the Reorganization, the Company has incurred any indebt- edness for borrowed moneynot issued, sold, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations disposed of any of its equity securities, or granted any options, warrants, or other individualrights to purchase or obtain (including upon conversion, firm exchange, or corporationexercise) any of its equity securities; (k) since the effective date of the Reorganization, the Company has not declared, set aside, or paid any dividend or made any loans distribution with respect to its equity securities (whether in cash or advances to in kind) or redeemed, purchased, or otherwise acquired any other individual, firm or corporationof its equity securities; (dl) there the Company has not been experienced any change in accounting methodsdamage, principles destruction, or practices loss (whether or not covered by insurance) to any of Shared Technologies or its subsidiariesmaterial property; (em) the Company has not entered into any transaction with any of its directors, officers, and employees outside of the ordinary course of business consistent with past practice; (n) the Company has not (i) made any increase in the base compensation of any of its directors, officers, and employees, except in the ordinary course of business and consistent with past practices, (ii) adopted, materially amended, or terminated any Employee Benefit Plan or (iii) made any other material change in employment terms for amounts which are not material, there has not been any revaluation by Shared Technologies or any of its subsid- iaries directors, officers, and employees except in the ordinary course of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivablesbusiness consistent with past practices; (fo) there the Company has not been made any damage, destruction loans or loss, whether covered by insurance or not, except for such as would not, individually or advances of money (other than routine expense advances to employees of the Company consistent with past practice and in accordance with the aggregate, have a Shared Technologies Material Adverse EffectCompany’s policies) to any Person; and (gp) there the Company has not been entered into any agreement agreement, understanding or commitment by Shared Tech- nologies or any of its subsidiaries the Company to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectforegoing.

Absence of Changes or Events. Except as set forth for (a) matters publicly disclosed by NeoStem prior to the date hereof in Shared Technologies' Form 10-K for NeoStem SEC Reports filed prior to the fiscal year ended date hereof, (b) matters disclosed in Section 4.18 of the NeoStem Disclosure Statement and (c) matters disclosed in Section 4.21 of the NeoStem Disclosure Statement: 4.18.1 Since December 31, 19942007: (i) NeoStem and its Subsidiaries have conducted their business in the ordinary course and have not entered into any material oral or written agreement or other material transaction that is not in the ordinary course of business (other than this Agreement) or that could reasonably be expected to result in a NeoStem Material Adverse Effect; (ii) neither NeoStem nor any of its Subsidiaries have sustained any material loss or interference with their business or properties from fire, as filed with the SECflood, since December 31windstorm, 1994: accident, strike or other calamity (awhether or not covered by insurance); (iii) there has been no material adverse change, or any development involving a prospective material adverse change, change in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects indebtedness of Shared Technologies NeoStem and its subsidiaries taken as a whole; Subsidiaries, no change in the capital stock of NeoStem and no dividend or distribution of any kind declared, paid or made by NeoStem on any class of its capital stock; (biv) there has not been no event or condition which has caused a NeoStem Material Adverse Effect, nor any direct development, occurrence or indirect redemptionstate of facts or circumstances known to NeoStem that could, purchase singly or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.); (c) except in the ordinary course of its business aggregate, reasonably be expected to result in a NeoStem Material Adverse Effect; and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (dv) there has not been any no material change by NeoStem in its accounting principles, practices or methods. 4.18.2 Since December 31, principles or practices of Shared Technologies or its subsidiaries; (e) except 2007, other than in the ordinary course of business and for amounts which are not materialconsistent with past practice or as disclosed in the NeoStem SEC Reports, there has not been any revaluation increase in the compensation or other benefits payable, or which could become payable, by Shared Technologies NeoStem, to its officers or key employees, or any of its subsid- iaries amendment of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Shared Technologies Material Adverse Effect; and (g) there has not been any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectNeoStem Employee Benefit Plans.

Absence of Changes or Events. Except as set forth contemplated by this Agreement or as described in Shared Technologies' Form 10-K for Section 2.11 of the fiscal year ended December 31, 1994, as filed with the SECDisclosure Schedule, since December 31, 19941999, the Business has in all material respects been conducted only in the ordinary course, and neither Seller nor any of its affiliates has: (a) there has been no Mortgaged, pledged or subjected to any Encumbrance any material adverse change, portion of the Sale Assets or any development involving a prospective material adverse change, in portion of the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects assets of Shared Technologies and its subsidiaries taken as a wholeany members of the Stock Group; (b) there has not been Encountered any direct actual or, to Seller's Knowledge, threatened labor union organizing activity or indirect redemptioncollective bargaining agreement negotiation, purchase had any actual or, to Seller's Knowledge, threatened employee strikes, work stoppages, slow-downs or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iarieslock-outs, or experienced any declarationmaterial change in its relationship with employees or the agents, setting aside consultants, salespersons, distributors or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution independent contractors of the shares of Shared Tech- nologies Cellular, Inc.)Business; (c) except Except for the Transition Arrangements, made any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or paid or agreed to pay, conditionally or otherwise, any bonus, extra compensation, pension, severance or vacation pay, to any director, officer, Employee, consultant, sales representative, distributor or independent contractor of the Business, other than in the ordinary course of its business and the Business, consistent with past practice neither Shared Technolo- xxxx nor practice; entered into any of its subsidiaries has incurred employment contract with any indebt- edness for borrowed moneyofficer or salaried employee, or assumedinstituted any employee welfare, guaranteedbonus, endorsed stock option, profit-sharing, retirement or otherwise as an accommodation become respon- sible for similar plan or arrangement other than in the obligations ordinary course of any other individualthe Business, firm or corporation, or made any loans or advances to any other individual, firm or corporationconsistent with past practice; (d) there Suffered any change, event or condition that, in any individual case or in the aggregate, has not been any change in accounting methods, principles had or practices of Shared Technologies or its subsidiarieswould reasonably be expected to have a Material Adverse Effect; (e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Shared Technologies Material Adverse Effect; and (g) there has not been any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, Taken any action which, if it had been taken prior to after the date of this Agreement, would have been a breach of Section 4.2; or (f) Entered into any agreement or contract, made any representation commitment or warranty otherwise obligated itself to take any of the types of action described in subsections (a) through (e) of this Article V untrue or incorrectSection 2.11.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended (a) Since December 31, 19941995 (i) GranCare and its Subsidiaries have conducted their business in the ordinary course and have not incurred any material liability or obligation (indirect, as filed direct or contingent) or entered into any material oral or written agreement or other transaction that is not in the ordinary course of business (other than the Distribution Agreement and this Agreement) or that could reasonably be expected to result in any GranCare Material Adverse Effect; (ii) neither GranCare nor its Pharmacy Subsidiaries have sustained any material loss or interference with the SECtheir business or properties from fire, since December 31flood, 1994: windstorm, accident, strike or other calamity (awhether or not covered by insurance); (iii) there has been no material adverse changechange in the indebtedness of GranCare and its Pharmacy Subsidiaries, no change in the authorized capital stock of GranCare and no dividend or distribution of any kind declared, paid or made by GranCare on any class of its capital stock other than the Distribution; (iv) there has been no event or condition which has caused a GranCare Material Adverse Effect, nor any development, occurrence or state of facts or circumstances that could, singly or in the aggregate, reasonably be expected to result in a GranCare Material Adverse Effect; (v) there has been no amendment, modification or supplement to any material term of any GranCare Contract to which a Pharmacy Subsidiary is a party required to be identified in Section 4.21 of the GranCare Disclosure Statement or any development involving a prospective equity security; and (vi) there has been no material adverse changechange by GranCare in its accounting principles, in the general affairs, management, business, operations, condition (financial practices or otherwise) or pros- pects of Shared Technologies and its subsidiaries taken as a whole;methods. (b) there has not been any direct or indirect redemptionSince December 31, purchase or 1995, other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.); (c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in accounting methods, principles or practices of Shared Technologies or its subsidiaries; (e) except than in the ordinary course of business and for amounts which are not materialconsistent with past practice, there has not been any revaluation increase in the compensation or other benefits payable, or which could become payable, by Shared Technologies GranCare, to its officers or key employees, or any of its subsid- iaries amendment of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Shared Technologies Material Adverse Effect; and (g) there has not been any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectGranCare Compensation and Benefit Plans.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended December 31, 1994, as filed with applicable subsection of Section 3.10 of the SECDisclosure Schedule, since December 31, 19942013: (a) there has been no material adverse change, or any development involving a prospective material adverse change, The Company and its Subsidiaries have conducted their businesses only in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects Ordinary Course of Shared Technologies and its subsidiaries taken as a wholeBusiness; (b) There has occurred no Material Adverse Change; (c) Neither the Company nor any of its Subsidiaries have: (i) amended its Constitutive Documents; (ii) issued, sold, transferred, pledged, disposed of or encumbered any of its capital stock, membership interests or other equity interests or any commitments or rights of any kind to acquire any of its capital stock, membership interests or other equity interests; (iii) purchased or otherwise acquired directly or indirectly any of its capital stock, membership interests or other equity interests, or any instrument or security which consists of or includes a right to acquire such capital stock, membership interests or other equity interests; or (iv) declared or paid any dividends or distributions on or with respect to its capital stock, membership interests or other equity interests; (d) Neither the Company nor any of its Subsidiaries have adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring or other reorganization; (e) Neither the Company nor any of its Subsidiaries has changed in any material respect any of the accounting policies or methods used by it; (f) Neither the Company nor any of its Subsidiaries has incurred loss of, or damage to, its tangible personal property assets in excess of $150,000 individually or $250,000 in the aggregate; (g) Neither the Company nor any of its Subsidiaries has mortgaged, pledged or subjected to any Lien (other than Permitted Liens), any of its assets; (h) Neither the Company nor any of its Subsidiaries has sold, exchanged, transferred, licensed or otherwise disposed of any of its assets, except in the Ordinary Course of Business; (i) Neither the Company nor any of its Subsidiaries has canceled, compromised, waived or released any debts or claims involving more than $150,000; (j) Neither the Company nor any of its Subsidiaries has reserved for or written down the value of any assets or written off as uncollectible any accounts receivable, except in the Ordinary Course of Business; (k) Neither the Company nor any of its Subsidiaries has (i) made, or committed to make, any capital expenditures in excess of $75,000 individually or $150,000 in the aggregate or (ii) failed in any material respect to make any capital expenditure reflected in the budget reflected in Section 3.10(k) of the Disclosure Schedule; (l) There has not been any labor dispute or disturbance adversely affecting the business operations, prospects or financial condition of the Company or any of its Subsidiaries, including the filing of any petition or charge of unfair labor practice with any Governmental Entity, efforts to effect a union representation election, actual or threatened employee strike, work stoppage or slowdown; (i) there has not been any direct employment, severance, termination, retention, change of control or indirect redemption, purchase similar agreements or other acquisition of any shares of capital stock of Shared Technologies arrangements entered into or modified by the Company or any of its subsid- iariesSubsidiaries related to any employee, or (ii) except as would not result in an aggregate incremental cost to the Company and its Subsidiaries of $150,000 or more, any declarationbonuses, setting aside salary increases, severance or payment of any dividend termination pay made or other distribution granted by Shared Technologies the Company or any of its subsidiaries Subsidiaries to any employee or other increase in respect the compensation or benefits provided to any current or former employee of the Company or any of its capital stock (except for Subsidiaries, as the distribution of the shares of Shared Tech- nologies Cellular, Inc.)case may be; (cn) except Except as would not result in an aggregate incremental cost to the ordinary course Company and its Subsidiaries of its business and consistent with past practice $150,000 or more, neither Shared Technolo- xxxx the Company nor any of its subsidiaries Subsidiaries has incurred adopted, amended or modified any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporationCompany Benefit Plan; (do) there No party has terminated, cancelled, amended, modified, or accelerated any Material Contract or waived any material rights under any such Material Contract; (p) There has not been any change in accounting methods, principles loan or practices advance of Shared Technologies money or its subsidiaries; (e) except in other property by the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies Company or any of its subsid- iaries Subsidiaries to any employee other than business travel advances, use of any of their respective assets, including, with- out limitation, writing down the value of inventory a Company or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or Subsidiary credit card in the aggregate, have a Shared Technologies Material Adverse Effect; and (g) there has not been any agreement by Shared Tech- nologies Ordinary Course of Business or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken loans which may have been satisfied prior to the date of this Agreement; (q) Neither the Company nor any of its Subsidiaries has created, incurred, assumed, or guaranteed any Indebtedness (other than draws under a revolving line of credit in the Ordinary Course of Business); (r) Neither the Company nor any of its Subsidiaries has delayed the payment of accounts payable past the date when such obligation would have been paid in the Ordinary Course of Business, or accelerated the collection of account receivable in advance of when such receivable would have been collected in the Ordinary Course of Business; (s) Neither the Company nor any of its Subsidiaries has made any material Tax election, changed its method of Tax accounting, (except as the result of any change in Law), prepared any Tax Returns in a manner which is materially inconsistent with the past practices of such Person with respect to the treatment of items on such Tax Returns, incurred any material liability for Taxes other than in the ordinary course of business consistent with past practice, filed an amended Tax Return or a claim for refund of Taxes with respect to the income, operations or property of such Person, or settled any claim relating to a material amount of Taxes; and (t) Neither the Company nor any of its Subsidiaries have made any representation or warranty in agreement to do any of the foregoing, other than negotiations with the Purchaser and its Representatives regarding the transactions contemplated by this Article V untrue or incorrectAgreement.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for on Section 2.8 of the fiscal year ended December 31, 1994, as filed with the SECDisclosure Schedule, since December 31, 1994: 2021, Seller has (a) there has been no material adverse change, or any development involving a prospective material adverse change, conducted its business in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies ordinary course consistent with past practices and its subsidiaries taken as a whole; (b) not taken any action that would be prohibited by Section 5.1 if such action was taken after the date hereof, and (c) there has not been any direct event, change, occurrence or indirect redemptioncircumstance that, purchase individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, since December 31, 2021: (a) other acquisition than in the Ordinary Course of Business, Seller has not sold, assigned, licensed, leased, transferred, conveyed, or committed itself to sell, assign, license, lease, transfer, or convey any of the Assets; and Seller has not sold, assigned, licensed, leased, transferred, conveyed or committed itself to sell, assign, license, lease, transfer or convey any other asset or property, whether real, personal, or mixed, that would otherwise be included in the Assets if they were held by Seller as of the Closing Date; (b) Seller has not merged with, entered into any consolidation with, or acquired an equity interest in any Person or acquired a substantial portion of the assets or business of any shares of capital stock of Shared Technologies Person or any of its subsid- iariesdivision, line or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)business thereof; (c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries Seller has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or not made any loans or advances material changes in its customary methods of operations, including without limitation, practices and policies relating to any other individualmarketing, firm or corporationselling, and pricing; (d) there Seller has not been entered into any change in accounting methodsContract with any employee (or with any relative, principles beneficiary, spouse, or practices Affiliate of Shared Technologies or its subsidiariessuch employee); (e) except in the ordinary course of business and for amounts which are not material, there Seller has not been allowed any revaluation by Shared Technologies permit that would constitute an Assigned Permit if in place on the Closing Date to lapse or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivablesterminate; (f) there Seller has not been failed to maintain any damageAsset in good repair and operating condition, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Shared Technologies Material Adverse Effect; andordinary wear and tear excepted; (g) there has been no destruction of, material damage to, or loss of any of the Assets, and no event, circumstance, or condition has occurred that has materially impaired or reduced the value of any Asset, and Seller has not written down or written up the value of any Asset or revalued any Asset, nor has it failed to write down, write up, or revalue any Asset under circumstances where it would have been required to do so under GAAP; (h) there has been no acceleration, termination, modification, cancellation, or amendment of any agreement by Shared Tech- nologies Assumed Contract; (i) Seller has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) relating to any Asset; (j) Seller has not repurchased or redeemed, or otherwise paid any dividend or made any distribution with respect to, any of its subsidiaries outstanding equity interests or any other outstanding securities; (k) Seller has not failed to pay any creditor any amount owed to such creditor when due, delayed or postponed the payment of accounts payable or other Liabilities or requested that any vendor or service provider hold or delay any invoices or billing statements; (il) do Seller has not made any of the things described increase or decrease, or announced any increase or decrease, in the preceding clauses wages, salaries, compensation, bonuses, incentives, severance, pension or any other benefits payable by Seller to any employee, including, without limitation, any increase or change pursuant to any Employee Benefit Plan; and (am) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) takethere has been no agreement, whether in writing or other- wiseotherwise, by Seller to take any action which, if taken prior to of the date of this Agreement, would have made any representation or warranty actions specified in this Article V untrue or incorrectSection 2.8.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended Since December 31, 1994, as filed with the SEC, since December 31, 19941996: (a) there has been no material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies and its subsidiaries taken as a whole; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iariesthe Company, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries the Company in respect of its capital stock (except for stock, other than the distribution of payment made by the Company with respect to 500,000 shares of Shared Tech- nologies CellularCommon Stock put to the Company by Valcheck Company on June 30, Inc.)1997; (cb) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries practice, the Company has not incurred any indebt- edness indebtedness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible responsible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporationcorporation or entered into any commitment or transaction material to the Company taken as a whole; (dc) there has not been any material change in the accounting methods, principles or practices of Shared Technologies or its subsidiariesthe Company; (e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables; (fd) there has not been any damage, destruction or loss, whether or not covered by insurance or notinsurance, except for such as would not, individually or in the aggregate, have a Shared Technologies Material Adverse Effect; and; (e) there has been no change in the business, operations, assets or financial condition of the Company that has had or will have a Material Adverse Effect; (f) there has not been any revaluation by the Company of any of its material assets, including but not limited to writing down the value of inventory or writing off notes or accounts receivable, in any case, other than in the ordinary course of business and in connection with the revaluation of certain fixed assets as set forth in the Disclosure Statement; (g) there has not been any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including without limitation the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan or agreement or arrangement, or any other increase in the compensation payable or to become payable to any present or former directors, officers or key employees of the Company, except for increases in base compensation in the ordinary course of business consistent with past practice, or any~employment, consulting or severance agreement or arrangement entered into with any such present or former directors, officers or key employees; or (h) there has not been any agreement by Shared Tech- nologies or any of its subsidiaries the Company to (i) do any of the things described in the preceding clauses (a) through (fg) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wiseotherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V III untrue or incorrect.

Absence of Changes or Events. Except as set forth for (a) matters publicly disclosed by CBH prior to the date hereof in Shared Technologies' Form 10CBH SEC Reports filed prior to the date hereof, and (b) the settlement of the litigation in Hong Kong and Canada by RACP Pharmaceutical Holdings Limited, a wholly-K for owned subsidiary of CBC, against Li Xiaobo and certain other defendants in connection with the fiscal year ended acquisition of shares of Enshi International (Holdings) Pte Ltd (the "LXB Litigation"). 3.18.1 Since December 31, 19942007: (i) CBH and its Subsidiaries have conducted their business in the ordinary course and have not entered into any material oral or written agreement or other material transaction that is not in the ordinary course of business (other than this Agreement) or that could reasonably be expected to result in a CBH Material Adverse Effect; (ii) neither CBH nor any of its Subsidiaries have sustained any material loss or interference with their business or properties from fire, as filed with the SECflood, since December 31windstorm, 1994: accident, strike or other calamity (awhether or not covered by insurance); (iii) there has been no material adverse change, or any development involving a prospective material adverse change, change in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects indebtedness of Shared Technologies CBH and its subsidiaries taken as a whole; Subsidiaries, no change in the capital stock of CBH and no dividend or distribution of any kind declared, paid or made by CBH on any class of its capital stock; (biv) there has not been no event or condition which has caused a CBH Material Adverse Effect, nor any direct development, occurrence or indirect redemptionstate of facts or circumstances known to CBH that could, purchase singly or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.); (c) except in the ordinary course of its business aggregate, reasonably be expected to result in a CBH Material Adverse Effect; and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (dv) there has not been any no material change by CBH or Erye in its accounting principles, practices or methods. 3.18.2 Since December 31, principles or practices of Shared Technologies or its subsidiaries; (e) except 2007, other than in the ordinary course of business and for amounts which are not materialconsistent with past practice, there has not been any revaluation increase in the compensation or other benefits payable, or which could become payable, by Shared Technologies CBH, to its officers or key employees, or any of its subsid- iaries amendment of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Shared Technologies Material Adverse Effect; and (g) there has not been any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectCBH Employee Benefit Plans.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for Section 3.9 of the fiscal year ended December Disclosure Schedule, since July 31, 1994, as filed with the SEC, since December 31, 19942007: (a) there The Company has been no material adverse change, or any development involving a prospective material adverse change, conducted its business only in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects Ordinary Course of Shared Technologies and its subsidiaries taken as a wholeBusiness; (b) there has not been occurred no Material Adverse Change, nor any direct change, circumstance, development, state of facts, event or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries effect that would reasonably be expected to result in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)a Material Adverse Change; (c) except in the ordinary course The Company has not: (i) amended its Constitutive Documents; (ii) issued, sold, transferred, pledged, disposed of its business and consistent with past practice neither Shared Technolo- xxxx nor or encumbered any of its subsidiaries has incurred capital stock or any indebt- edness for borrowed moneycommitments or rights of any kind to acquire any of its capital stock; or (iii) purchased or otherwise acquired directly or indirectly any of its capital stock, or assumed, guaranteed, endorsed any instrument or otherwise as an accommodation become respon- sible for the obligations security which consists of any other individual, firm or corporation, or made any loans or advances includes a right to any other individual, firm or corporationacquire such capital stock; (d) there The Company has not been any change in accounting methodsadopted a plan of complete or partial liquidation, principles dissolution, merger, consolidation, restructuring or practices other reorganization of Shared Technologies or its subsidiariesthe Company; (e) except in the ordinary course of business and for amounts which are not material, there The Company has not been changed in any revaluation by Shared Technologies or material respect any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory accounting policies or writing off notes or accounts receivablesmethods used by it; (f) there The Company has not been incurred loss of, or significant injury to, any damageof its assets whether as a result of any natural disaster, destruction labor trouble, accident, other casualty or lossotherwise; (g) The Company has not mortgaged, whether covered by insurance pledged or notsubjected to any Lien (other than Permitted Liens), any of its assets; (h) The Company has not sold, exchanged, transferred or otherwise disposed of any of its assets, except in the Ordinary Course of Business; (i) The Company has not canceled any debts or claims; (j) The Company has not reserved for such or written down the value of any assets or written off as would notuncollectible any accounts receivable, except in the Ordinary Course of Business and none of which, individually or in the aggregate, have would result in a Shared Technologies Material Adverse EffectChange; and (gk) there The Company has not been made any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) foregoing, other than as expressly negotiations with Purchaser and its Representatives regarding the transactions contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of by this Agreement, would have made any representation or warranty in this Article V untrue or incorrect.

Absence of Changes or Events. (a) Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended December 31, 1994, as filed with the SECon Schedule 3.4(a) hereto, since December 31, 1994: (a) there has been no material adverse change1999, or any development involving a prospective material adverse change, Seller and MSSC have conducted their respective businesses in the general affairsordinary course consistent with their past practices and have not incurred any material liability, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies and its subsidiaries taken as a whole; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.); (c) except in the ordinary course of its business and their businesses consistent with their past practice neither Shared Technolo- xxxx nor any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation;practices. (db) Except as specifically described in Schedule 3.4(b) hereto and other than the sale or distribution of Seller's interest in DGH (including amounts owed to Seller by DGH), since December 31, 1999 there has not been (i) any change in accounting methodschange, principles or practices of Shared Technologies or its subsidiaries; (e) except any event involving a prospective change, in the ordinary course business, financial condition or results of business and for amounts operations of Seller or MSSC which are not materialhas had, there has not been any revaluation by Shared Technologies or any of its subsid- iaries of any of their respective assetscould have, includingindividually or in the aggregate, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables; a GAC Material Adverse Effect; (fii) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would notwhich has had, or could have, individually or in the aggregate, have a Shared Technologies GAC Material Adverse Effect; and (giii) there has not been any entry into or termination of any material commitment, contract, agreement or transaction (including, without limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of or involving Seller and MSSC, other than this Agreement or in the ordinary course of business; (iv) any redemption, repurchase or other acquisition for value of their respective capital stock by Seller, or any issuance of capital stock of Seller or MSSC or of securities convertible into or rights to acquire any such capital stock or any dividend or distribution declared, set aside, or paid on capital stock of Seller or MSSC; (v) any transfer of or right granted under any material lease, license, agreement or Intellectual Property of Seller or MSSC or any liens or other security interests in any Intellectual Property of Seller or MSSC; (vi) any sale or other disposition of any asset of Seller or MSSC or any Encumbrance (or any satisfaction and discharge thereof) on any asset of Seller or MSSC, other than in the ordinary course of business, or any agreement by Shared Tech- nologies or any of its subsidiaries relating to (i) do any of the things described foregoing; (vii) any default or breach by Seller or MSSC in any material respect under any contract, license or permit; (viii) any general wage or salary increase or any increase in compensation payable or to become payable to any executive officers or management employees of Seller or MSSC or any entry into any employment contract with any executive officer or key salaried employee of Seller or MSSC; and (ix) any change in the preceding clauses (a) through (f) other than as expressly contemplated accounting methods of Seller or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectMSSC.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for Section 3.10 of the fiscal year ended December 31, 1994, as filed with the SECDisclosure Schedule, since December 31, 19942006: (a) there The Company has been no material adverse change, or any development involving a prospective material adverse change, conducted its business only in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects Ordinary Course of Shared Technologies and its subsidiaries taken as a wholeBusiness; (b) there has not been occurred no Material Adverse Change, nor any direct change, circumstance, development, state of facts, event or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries effect that would reasonably be expected to result in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)a Material Adverse Change; (c) except in the ordinary course The Company has not: (i) amended its Constitutive Documents; (ii) issued, sold, transferred, pledged, disposed of its business and consistent with past practice neither Shared Technolo- xxxx nor or encumbered any of its subsidiaries has incurred membership interests or any indebt- edness for borrowed moneycommitments or rights of any kind to acquire any of its membership interests; or (iii) purchased or otherwise acquired directly or indirectly any of its membership interests, or assumed, guaranteed, endorsed any instrument or otherwise as an accommodation become respon- sible for the obligations security which consists of any other individual, firm or corporation, or made any loans or advances includes a right to any other individual, firm or corporationacquire such membership interests; (d) there The Company has not been any change in accounting methodsadopted a plan of complete or partial liquidation, principles dissolution, merger, consolidation, restructuring or practices other reorganization of Shared Technologies or its subsidiariesthe Company; (e) except in the ordinary course of business and for amounts which are not material, there The Company has not been changed in any revaluation by Shared Technologies or material respect any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory accounting policies or writing off notes or accounts receivablesmethods used by it; (f) there The Company has not been incurred loss of, or significant injury to, any damageof its assets whether as a result of any natural disaster, destruction labor trouble, accident, other casualty or lossotherwise; (g) The Company has not mortgaged, whether covered by insurance pledged or notsubjected to any Lien (other than Permitted Liens), any of its assets; (h) The Company has not sold, exchanged, transferred or otherwise disposed of any of its assets, except in the Ordinary Course of Business; (i) The Company has not canceled any debts or claims; (j) The Company has not reserved for such or written down the value of any assets or written off as would notuncollectible any accounts receivable, except in the Ordinary Course of Business and none of which, individually or in the aggregate, have would result in a Shared Technologies Material Adverse EffectChange; (k) The Company has not made, or committed to make, any capital expenditures in excess of $100,000 individually or in the aggregate; and (gl) there The Company has not been made any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) foregoing, other than as expressly negotiations with Purchaser and its Representatives regarding the transactions contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of by this Agreement, would have made any representation or warranty in this Article V untrue or incorrect.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form the Company Current SEC Reports, since the date of the Company 10-K for the fiscal year ended December 31, 1994, as filed with the SEC, since December 31, 1994K: (a) there has been no material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, business, operationsop- erations, condition (financial or otherwise) or pros- pects prospects of Shared Technologies the Company and its subsidiaries taken as a whole; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies the Company or any of its subsid- iariessubsidiaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies the Company or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)stock; (c) except in the ordinary course of its business and consistent with past practice practice, neither Shared Technolo- xxxx the Company nor any of its subsidiaries has incurred any indebt- edness indebtedness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible responsible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in the financial or the accounting methods, principles or practices of Shared Technologies the Company or its subsidiaries; (e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies the Company or any of its subsid- iaries subsidiaries of any of their respective assets, including, with- out without limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Shared Technologies Company Material Adverse Effect; and (g) there has not been any agreement by Shared Tech- nologies the Company or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wiseotherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrect.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended December 31, 1994, as filed with the SEC, since December 31, 1994: (a) there has been no material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects prospects of Shared Technologies and its subsidiaries taken as a whole; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iariessubsidiaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Technologies Cellular, Inc.); (c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx Technologies nor any of its subsidiaries has incurred any indebt- edness indebtedness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible responsible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in accounting methods, principles or practices of Shared Technologies or its subsidiaries; (e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies or any of its subsid- iaries subsidiaries of any of their respective assets, including, with- out without limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Shared Technologies Material Adverse Effect; and (g) there has not been any agreement by Shared Tech- nologies Technologies or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wiseotherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrect.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for Section 3.10 of the fiscal year ended December 31, 1994, as filed with the SECDisclosure Schedule, since December 31, 19942011: (a) there The Company has been no material adverse change, or any development involving a prospective material adverse change, conducted its business only in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects Ordinary Course of Shared Technologies and its subsidiaries taken as a wholeBusiness; (b) there There has not been occurred no Material Adverse Change, nor, to the Seller’s Knowledge, any direct change, circumstance, development, state of facts, event or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries effect that would reasonably be expected to result in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)a Material Adverse Change; (c) except in the ordinary course The Company has not: (i) amended its Constitutive Documents; (ii) issued, sold, transferred, pledged, disposed of its business and consistent with past practice neither Shared Technolo- xxxx nor or encumbered any of its subsidiaries has incurred capital stock or any indebt- edness for borrowed moneycommitments or rights of any kind to acquire any of its capital stock; (iii) purchased or otherwise acquired directly or indirectly any of its capital stock, or assumed, guaranteed, endorsed any instrument or otherwise as an accommodation become respon- sible for the obligations security which consists of or includes a right to acquire such capital stock; or (iv) declared or paid any other individual, firm dividends or corporation, distributions on or made any loans or advances with respect to any other individual, firm or corporationits capital stock; (d) there The Company has not been any change in accounting methodsadopted a plan of complete or partial liquidation, principles dissolution, merger, consolidation, restructuring or practices other reorganization of Shared Technologies or its subsidiariesthe Company; (e) except in the ordinary course of business and for amounts which are not material, there The Company has not been changed in any revaluation by Shared Technologies or material respect any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory accounting policies or writing off notes or accounts receivablesmethods used by it; (f) there The Company has not been incurred loss of, or damage to, its tangible personal property assets in excess of $100,000 individually or $150,000 in the aggregate whether as a result of any damagenatural disaster, destruction labor trouble, accident, other casualty or lossotherwise; (g) The Company has not mortgaged, whether covered by insurance pledged or notsubjected to any Lien (other than Permitted Liens), any of its assets; (h) The Company has not sold, exchanged, transferred or otherwise disposed of any of its assets, except in the Ordinary Course of Business; (i) The Company has not canceled any debts or claims, except in the Ordinary Course of Business; (j) The Company has not reserved for such or written down the value of any assets or written off as would notuncollectible any accounts receivable, except in the Ordinary Course of Business and none of which, individually or in the aggregate, have would result in a Shared Technologies Material Adverse EffectChange; (k) The Company has not made, or committed to make, any capital expenditures in excess of $50,000 individually or $100,000 in the aggregate; (l) There has not been any labor dispute or disturbance materially adversely affecting the business operations, prospects or financial condition of the Company, including the filing of any petition or charge of unfair labor practice with any Governmental Entity, efforts to effect a union representation election, actual or threatened employee strike, work stoppage or slowdown; (m) There has not been any employment, severance, termination, retention, change of control or similar agreements or arrangements entered into or modified by the Company or any of its Subsidiaries related to any employee, or any bonuses, salary increases, severance or termination pay made or granted by the Company or any of its Subsidiaries to any employee or other increase in the compensation or benefits provided to any current or former employee of the Company or any of its Subsidiaries, except for salary, compensation or benefit increases or bonuses granted in the Ordinary Course of Business to employees and disclosed in Section 3.10(m) of the Disclosure Schedule; (n) The Company has not adopted, amended or modified any Benefit Plan; (o) The Company has not entered into, modified or terminated any Material Contract or waived any material rights under any Material Contract other than in the Ordinary Course of Business; (p) There has not been any loan or advance of money or other property by the Company to any employee other than business travel advances, use of a Company credit card in the Ordinary Course of Business or any loans which may have been satisfied prior to the date hereof; (q) The Company has maintained its books and records in accordance with GAAP; and (gr) there The Company has not been made any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) foregoing, other than as expressly negotiations with Purchaser and its Representatives regarding the transactions contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of by this Agreement, would have made any representation or warranty in this Article V untrue or incorrect.

Absence of Changes or Events. Except Since August 29, 1999, except as set forth disclosed in Shared Technologies' Form 10-K for Schedule 4.6, there has not been, with respect to the fiscal year ended December 31, 1994, as filed with the SEC, since December 31, 1994Business: (a) there has been no material adverse changeany incurrence of indebtedness for borrowed money, any issuance of debt securities or any development involving a prospective material adverse changeassumption, in grant, guarantee or endorsement or otherwise an accommodation through which the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects Business became responsible for the obligation of Shared Technologies and its subsidiaries taken as a wholeanother Person; (b) there has any creation or granting of any Lien with respect to any Acquired Assets, other than (i) Liens for Taxes, the payment of which is not been any direct yet delinquent or indirect redemptionwhich are being contested in good faith and by appropriate proceedings with adequate reserves set aside for such Taxes on the books of the Business in accordance with GAAP, purchase (ii) materialmen's, warehousemen's, mechanics' or other acquisition Liens arising by operation of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.); (c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in accounting methods, principles or practices of Shared Technologies or its subsidiaries; (e) except law in the ordinary course of business for sums not due and for amounts which are do not material, there has not been any revaluation by Shared Technologies or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down materially detract from the value of inventory such assets or writing off notes properties or accounts receivablesimpair the operation of the Business, and (iii) statutory Liens incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance, or other forms of governmental insurance or benefits; (c) any damage, destruction or loss of the Acquired Assets (whether or not covered by insurance) other than any such damage, destruction or loss in the ordinary course of business which individually or in the aggregate has not had or could not reasonably be expected to have a Material Adverse Effect; (d) any change in the accounting principles, methods or practices followed including any change in depreciation or amortization policies or rates; (e) any sale, lease, mortgaging, abandonment or other disposition of any interest in real property, or any sale, assignment, transfer, license or other disposition of any Intellectual Property or any other intangible asset, any machinery, equipment or other operating property, excepting sales, leases or other dispositions of machinery, equipment or other operating property (i) not in excess of $10,000 in the aggregate, or (ii) in the ordinary course of business at a price at least equal to the net book value of the asset; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or change in the aggregaterelationship or course of dealing with any suppliers, have customers, lenders or creditors which has had or, to the knowledge of either Seller, could reasonably be expected to have, a Shared Technologies Material Adverse Effect; and; (g) there has not been any agreement by Shared Tech- nologies transactions with any officers, directors, employees of either Seller or any of its subsidiaries to their Affiliates or any Person related by blood or marriage or controlled by any of the foregoing, other than the payment of salaries or other employee benefits at rates not higher than those previously in effect; (h) any transactions with either Seller or any Affiliate of either Seller other than transactions in the ordinary course consistent with past practice; (i) do any cancellation or compromise of any debt or claim except for adjustments made with respect to contracts for the things described purchase of supplies or for the sale of products in the preceding clauses ordinary course of business which in the aggregate were not material to the Business; (aj) through any waiver or release of any rights which otherwise would constitute an Acquired Asset of any material value; (fk) any transaction, contract or commitment other than as expressly contemplated in the ordinary course of Business; (l) any contract or provided for commitment to purchase or make any capital expenditure in this Agreement excess of $10,000 or (ii) take, whether $25,000 in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrect.aggregate;

Absence of Changes or Events. Except as set forth Since the Most Recent Balance Sheet Date, (i) Seller has not taken any action of a type identified in Shared Technologies' Form 10-K for Section 5.1.2; (ii) Seller has conducted and operated the fiscal year ended December 31Portamedic Business in the ordinary course of business, 1994, as filed with the SEC, since December 31, 1994: (aiii) there has not been no a material adverse change, change in any method of accounting or any development involving a prospective material adverse change, in accounting practice for the general affairs, management, business, operations, condition Portamedic Business; (financial or otherwise) or pros- pects of Shared Technologies and its subsidiaries taken as a whole; (biv) there has not been any direct material damage to or indirect redemption, purchase destruction or loss of any Transferred Asset (or other acquisition of any shares of capital stock of Shared Technologies assets or any of properties owned or previously owned by Seller or its subsid- iariesAffiliates relating to the Portamedic Business), whether or any declarationnot such damage, setting aside destruction or payment of any dividend or other distribution loss is covered by Shared Technologies or any of its subsidiaries in respect of its capital stock insurance; (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.); (c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (dv) there has not been any change in accounting methodssale, principles lease or practices other disposition (other than uses of Shared Technologies or its subsidiaries; (e) except Inventories in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies or any of its subsid- iaries business) of any of their respective assets, including, with- out limitation, writing down Transferred Asset (or other assets or properties owned or previously owned by Seller or its Affiliates relating to the value of inventory or writing off notes or accounts receivables; Portamedic Business); (fvi) there has not been any damagecreation of any Encumbrance, destruction other than a Permitted Encumbrance, on any Transferred Asset; (vii) Seller has not received notice in writing (and to Seller’s Knowledge there has been no other indication) by any landlord, carrier, insurer, vendor, customer, supplier or lossother Person having business dealings with the Portamedic Business of any intention to discontinue, whether covered by insurance diminish or not, except for such as would not, individually change the terms or in conditions of its relationship with Seller (or with Buyer following the aggregate, have a Shared Technologies Material Adverse EffectClosing); and (gviii) there has not been any agreement cancellation or waiver of any claims or rights by Shared Tech- nologies Seller or any other Person relating to the Portamedic Business in any material respect; (ix) no Contract involving payments during calendar year 2012 or 2013 of its subsidiaries more than $100,000 (in either or a combination of both such years) relating to the Portamedic Business has been terminated ; (x) there has been no acceleration, termination, material modification to, cancellation or, waiver under any material Contract relating to (iand there has been no material change in the properties, assets, rights, conduct or operations of) do Seller’s Portamedic Business; (xi) there has not been any Contract to take any action identified in any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this AgreementSection 3.13; and (xii) there has not been any event, would change, or development that has had or could reasonably be expected to have made any representation or warranty in this Article V untrue or incorrecta Material Adverse Effect.

Absence of Changes or Events. Except as set forth described in Shared Technologies' Form 10-K the Disclosure Statement and except for actions to be taken after the fiscal year ended December 31, 1994, as filed with the SECdate hereof pursuant to a specific covenant hereunder, since December 31, 19941998, CNS has not, with respect to the Business: (a) there has been no material adverse changedischarged or satisfied any Lien, or paid any development involving a prospective material adverse changeliabilities, other than in the general affairs, management, ordinary course of business, operationsconsistent with past practice, condition (financial or otherwise) failed to pay or pros- pects discharge when due any liabilities which the failure to pay or discharge has caused or will cause any damage or risk of Shared Technologies and its subsidiaries taken as a wholeloss to the Assets or the Business; (b) there has not been any direct sold, assigned or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or transferred any of its subsid- iaries, assets or any declaration, setting aside properties or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.); (c) rights therein except in the ordinary course of its business and business, consistent with past practice neither Shared Technolo- xxxx nor practice; (c) created, incurred, increased, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected to any Lien, any of its subsidiaries has incurred any indebt- edness the Assets, other than the Liens, if any, for borrowed moneycurrent taxes not yet due and payable, or assumed, guaranteed, endorsed declared or otherwise as an accommodation become respon- sible for the obligations of paid any other individual, firm or corporation, dividends or made any loans or advances other distributions to any other individual, firm or corporationtheir shareholders; (d) there has made or suffered any amendment or termination of any Contract to which it is a party or by which they are bound or canceled, modified or waived any debts or claims of the Business held by them, other than in the ordinary course of business, consistent with past practice, or waived any right of substantial value of the Business, whether or not been any change in accounting methods, principles or practices the ordinary course of Shared Technologies or its subsidiariesbusiness; (e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been suffered any damage, destruction or loss, whether or not covered by insurance insurance, with respect to any Assets, or notsuffered any repeated, except for such as would notrecurring or prolonged shortage, individually cessation or interruption of supplies or utility services required to conduct the Business; (f) suffered any decrease in its retained earnings or accounts receivable resulting from the operations of the Business, or any adverse change in the aggregate, have a Shared Technologies Material Adverse Effect; andBusiness; (g) there has not been made any agreement by Shared Tech- nologies capital expenditure or capital addition or betterment in respect of the Business or the Assets, except such as may be involved in ordinary repair, maintenance and replacement of the Assets; (h) as it relates to the Business, made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its subsidiaries shareholders, directors, officers, employees or independent contractors, or made any increase in, or any addition to, other benefits to which any of its shareholders, directors, officers or employees may be entitled, or altered the terms of intercompany transactions between CNS and Xxxxxxx Neurosurgical, including without limitation the prices of products sold by CNS to Xxxxxxx Neurosurgical and terms or practices under which payment for such products is made; (i) do suffered any decrease in the raw materials, work-in-process or finished goods inventory of the Business; (j) changed any of the things described accounting principles followed by it with respect to the Business or the methods of applying such principles; or (k) entered into any material transaction or any transaction other than in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date ordinary course of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectbusiness consistent with past practice.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended December 31, 1994, as filed with the SECdisclosed on Schedule 5(e) attached hereto, since December 31, 1994: (a) there 2005, Seller Group has been no material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies and conducted its subsidiaries taken as a whole; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.); (c) except business only in the ordinary course consistent with past practice and, other than events or changes that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, there has not been: (i) any material adverse change in the financial condition, results of operations, assets, liabilities, or cash flow of the Business, or, to the knowledge of Seller Group, any occurrence, circumstance, or combination thereof which reasonably could be expected to result in any such material adverse change; (ii) any transaction relating to the Business or the Assets (other than the transactions contemplated herein) involving not less than $50,000 which was entered into or carried out by Seller Group other than in the ordinary and usual course of business; (iii) any material change made by Seller Group in its method of operating the Business or its accounting practices relating thereto; (iv) any mortgage, pledge, lien, security interest, hypothecation, charge, or other encumbrance imposed or agreed to be imposed on or with respect to the Business or any of the Assets; (v) any sale, lease, or disposition of, or any agreement to sell, lease, or dispose of any of the Assets, other than sales, leases, or dispositions in the usual and ordinary course of business and consistent with past prior practice neither Shared Technolo- xxxx nor any of its subsidiaries or with respect to which Purchaser has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporationbeen consulted and has consented in writing; (dvi) there has not been any change material modification, waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or with respect to, any material term, condition, or provision of any contract, agreement, license, or other instrument to which Seller Group is a party and which is material to the Business or the Assets, other than any satisfaction by performance in accounting methods, principles or practices accordance with the terms thereof in the usual and ordinary course of Shared Technologies or its subsidiariesbusiness and consistent with prior practice; (evii) except any work stoppage, slow-down, picket, strike or lock-out involving employees of Seller Group working in the Business nor, to the knowledge of Seller Group, a filing of any petition or charge of unfair labor practices regarding Seller Group and involving the Business with the National Labor Relations Board or any other governmental agency; (viii) any increase in or modification of the compensation or benefits payable or to become payable by Seller Group to any Transferred Employee; (ix) any payments, transfer, assignments by Seller Group of any rights, property or assets used exclusively in the Business that would otherwise be included in the Assets to be transferred hereunder to any shareholder, including any repayment of all or any portion of any indebtedness owed by Seller Group to any shareholders or any officer, director, consultant of or to Seller Group, other than in the ordinary course of business and for amounts which are not material, there has not been or in connection with the transactions contemplated hereby; (x) any revaluation express waivers of any material rights relating to the Business by Shared Technologies Seller Group; (xi) any dispositions or any of its subsid- iaries abandonment of any of their respective assetsSeller Group’s trademarks, includingtradenames, with- out limitationpatents, writing down copyrights, or other Proprietary Rights or application therefore that would otherwise be included in the value Assets to be transferred hereunder, in each case to the extent that such Proprietary Rights are necessary to the conduct of inventory or writing off notes or accounts receivables;the Business; or (fxii) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in to the aggregate, have a Shared Technologies Material Adverse Effect; and (g) there has not been any agreement by Shared Tech- nologies or any knowledge of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wiseSeller Group, any action which, if taken prior to by any member of Seller Group as of the date hereof in respect of this Agreement, would have made any representation a customer in connection with the operation of the Business that could reasonably be expected to cause such customer to terminate its purchase of products or warranty in this Article V untrue or incorrectservices of the Business.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended December 31, 1994, as filed with the SEC, since December 31, 1994: (a) there has been no material adverse change, or any development involving a prospective material adverse change, in Since the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies and its subsidiaries taken as a whole; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.); (c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in accounting methods, principles or practices of Shared Technologies or its subsidiaries; (e) except in the ordinary course of business and for amounts which are not materialBalance Sheet Date, there has not been any revaluation by Shared Technologies change, effect, event or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory occurrence that has had or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, reasonably be expected to have a Shared Technologies Company Material Adverse Effect; and. (gb) there has not been any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of From the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior Balance Sheet Date to the date of this Agreement, would except as set forth in Section 3.13(b) of the Company Disclosure Schedule, the Company has caused the Business to be conducted in all material respects in the ordinary course and: (i) the Company has not granted to any Employee any material increase in base salary, wages, bonuses, incentive compensation, pension, severance, other enhanced payment or termination pay, except (A) in the ordinary course of business, (B) in connection with a promotion based on job performance or workplace requirements or (C) as may have been required under existing agreements, including any Transferred Benefit Plan, or applicable Law; (ii) the Company has not made any representation material change in its accounting methods, principles or warranty practices except as required by GAAP or by applicable Law; (iii) the Company has not incurred or guaranteed any indebtedness for borrowed money; (iv) the Company has not sold, leased or otherwise disposed of any assets of the Company used in this Article V untrue the operation or incorrectconduct of the Business, except for (A) sales of raw materials, work-in-process, finished goods, supplies, parts, spare parts and other inventories, in each case, in the ordinary course of business, (B) assets that were obsolete or no longer used in the Business and (C) cash distributions to its Affiliates; (v) the Company has not consummated the acquisition of, by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division or a substantial portion of the assets thereof (other than inventory); and (vi) the Company has not authorized or agreed to do, whether in writing or otherwise, any of the foregoing actions.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended December 31, 1994, as filed with the SEC, since December 31, 1994: (a) there Since the Balance Sheet Date, Company has been no material adverse change, or any development involving a prospective material adverse change, conducted the Business in the general affairsOrdinary Course of Business (including the collection of Receivables, management, business, operations, condition (financial or otherwisethe payment of payables and the making of capital expenditures) or pros- pects of Shared Technologies and its subsidiaries taken as a whole; (b) there has not been occurred any direct event or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.); (c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in accounting methods, principles or practices of Shared Technologies or its subsidiaries; (e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would notcondition which, individually or in the aggregate, has had or could reasonably be expected to have a Shared Technologies Material Adverse EffectEffect on Company. Without limiting the generality of the foregoing, since the Balance Sheet Date, Company has used commercially reasonable efforts to preserve the Business and business organization intact, to retain their Permits, and to preserve the existing Contracts and Goodwill of its suppliers, vendors, service providers, insurance carriers, brokers, agents, personnel and others having business relations with Company. (b) Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in Section 5.13(b) of the Disclosure Schedule, Company has not: (i) amended any of its Organizational Documents; (ii) changed the compensation of any of its officers, Employees, directors, agents, representatives or consultants, or paid or agreed to pay any bonus or similar payment, in each case, other than in the Ordinary Course of Business; (iii) entered into, adopted or amended or committed to enter into, adopt or amend any Employee Benefit Plan; (iv) incurred any Indebtedness, made any loans or advances, issued any debt Securities or assumed, guaranteed or otherwise became responsible for the obligations of any Person, or subjected any of its properties or assets to any Encumbrance, except for the routine advancement of expenses to any Employee in the Ordinary Course of Business; (v) entered into, materially amended or terminated (except to the extent expired pursuant to its terms) any Material Contract; (vi) acquired, disposed, sold, leased or licensed any material assets or properties, or made any commitment to do so, except in the Ordinary Course of Business; (vii) adopted or changed any method of accounting (including any method of Tax accounting); (viii) changed its method of management, reporting or operations, in each case, in any material respect; (ix) promoted, demoted, changed the job title of, or otherwise altered in any material respect the responsibilities or duties of, any officer; (x) made or caused to be made any dividend, distribution, redemption, repurchase, recapitalization, reclassification, issuance, split, combination or other transaction involving limited liability company membership interests of Company or other equity Securities, or any option, warrant or right to acquire any such limited liability company membership interests of Company or equity Securities; (xi) made, changed or revoked any Tax election or entered into any Contract or arrangement with respect to Taxes; (xii) changed its commissions payable to Customer Facing Persons or any consultants, other than in the Ordinary Course of Business; (xiii) acquired, or agreed to acquire, any business or Person, whether by merger or consolidation, purchase of assets or equity Securities or any other manner; (xiv) canceled or waived any rights of substantial value, or paid, discharged or settled any Claim of substantial value in an amount in excess of $10,000; (xv) failed to make any capital expenditures consistent with the existing budget of Company or committed to make any capital expenditures after the Balance Sheet Date, in each case, in an amount in excess of $25,000; and (gxvi) there has not been any agreement by Shared Tech- nologies or any of its subsidiaries committed to (i) do any of the things described foregoing referred to in the preceding clauses (ai) through - (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectxv).

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended December 31, 1994, as filed with applicable subsection of Section 3.10 of the SECDisclosure Schedule, since December 31, 19942014: (a) there has been no material adverse change, or any development involving a prospective material adverse change, the Company and its Subsidiaries have conducted their businesses only in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects Ordinary Course of Shared Technologies and its subsidiaries taken as a wholeBusiness; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)occurred no Material Adverse Change; (c) except in neither the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx Company nor any of its subsidiaries has incurred Subsidiaries has: (i) amended its Constitutive Documents; (ii) issued, sold, transferred, pledged, disposed of or encumbered any indebt- edness for borrowed moneyof its capital stock, membership interests or other equity interests or any commitments or rights of any kind to acquire any of its capital stock, membership interests or other equity interests; (iii) purchased or otherwise acquired directly or indirectly any of its capital stock, membership interests or other equity interests, or assumedany instrument or security which consists of or includes a right to acquire such capital stock, guaranteedmembership interests or other equity interests; or (iv) declared or paid any dividends or distributions on or with respect to its capital stock, endorsed membership interests or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporationequity interests; (d) there neither the Company nor any of its Subsidiaries has not been any change in accounting methodsadopted a plan of complete or partial liquidation, principles dissolution, merger, consolidation, restructuring or practices of Shared Technologies or its subsidiariesother reorganization; (e) except in neither the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies or Company nor any of its subsid- iaries of Subsidiaries has changed in any material respect any of their respective assetsthe accounting policies or methods used by it, including, with- out limitation, writing down including policies related to the value of inventory accrual or writing off notes or accounts receivablesreserve methodology for warranty obligations; (f) there neither the Company nor any of its Subsidiaries has not been incurred loss of, or damage to, its tangible personal property assets in excess of $100,000 individually or $300,000 in the aggregate; (g) neither the Company nor any damageof its Subsidiaries has mortgaged, destruction pledged or losssubjected to any Lien (other than Permitted Liens), whether covered by insurance any of its assets; (h) neither the Company nor any of its Subsidiaries has sold, exchanged, transferred, licensed or nototherwise disposed of any of its assets (including any Company Owned Intellectual Property or other intangible assets), except in the Ordinary Course of Business; (i) neither the Company nor any of its Subsidiaries has canceled, compromised, waived or released any debts or claims involving more than $300,000 in the aggregate; (j) neither the Company nor any of its Subsidiaries has reserved for such or written down the value of any assets or written off as would notuncollectible any accounts receivable, except in the Ordinary Course of Business; (k) neither the Company nor any of its Subsidiaries has (i) made, or committed to make, any capital expenditures in excess of $250,000, individually or in the aggregate, have a Shared Technologies Material Adverse Effect; andother than in the Ordinary Course of Business or (ii) failed to make any capital expenditures related to the Company and its Subsidiaries that had been included in the Company’s budget for the year ending December 31, 2014 that are individually or in the aggregate in excess of $250,000; (gl) there has not been any agreement by Shared Tech- nologies labor dispute or disturbance adversely affecting the business operations, prospects or financial condition of the Company or any of its subsidiaries Subsidiaries, including the filing of any petition or charge of unfair labor practice with any Governmental Entity, efforts to effect a union representation election, actual or threatened employee strike, work stoppage or slowdown; (i) do there has not been any employment, severance, termination, retention, change of control or similar agreements or arrangements entered into or modified by the Company or any of its Subsidiaries related to any employee of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement Business, or (ii) take, whether except as would not result in writing an aggregate incremental cost to the Company and its Subsidiaries of $100,000 or other- wisemore, any action whichbonuses, if taken salary increases, severance or termination pay made or granted by the Company or any of its Subsidiaries to any employee or other increase in the compensation or benefits provided to any current or former employee of the Company or any of its Subsidiaries, as the case may be; (n) except as would not result in an aggregate incremental cost to the Company and its Subsidiaries of $100,000 or more, neither the Company nor any of its Subsidiaries has adopted, amended or modified any Company U.S. Benefit Plan or Foreign Benefit Plan sponsored by the Company or any of its Subsidiaries; (o) no party has terminated, cancelled, or amended, modified, or accelerated in any material respect any Material Contract or waived any material rights under any such Material Contract; (p) there has not been any loan or advance of money or other property by the Company or any of its Subsidiaries to any employee other than business travel advances, use of a Company or Subsidiary credit card in the Ordinary Course of Business or any loans which may have been satisfied prior to the date of this Agreement; (q) neither the Company nor any of its Subsidiaries has created, incurred, assumed, or guaranteed any Indebtedness (other than draws under a revolving line of credit in the Ordinary Course of Business); (r) neither the Company nor any of its Subsidiaries has delayed the payment of accounts payable past the date when such obligation would have been paid in the Ordinary Course of Business, or accelerated the collection of account receivable in advance of when such receivable would have been collected in the Ordinary Course of Business; (s) neither the Company nor any of its Subsidiaries has made or changed any material Tax election, changed its method of Tax accounting, (except as the result of any change in Law), changed its annual Tax accounting period, prepared any Tax Returns in a manner that is materially inconsistent with the past practices of such Person with respect to the treatment of items on such Tax Returns, incurred any material liability for Taxes other than in the Ordinary Course of Business consistent with past practice, filed an amended Tax Return or a claim for refund of Taxes with respect to the income, operations or property of such Person, settled any claim relating to a material amount of Taxes, surrendered any right to claim a refund of Taxes, or consented to any extension or waiver of the limitation period applicable to any Tax claim; (t) any payment or discharge of a material Lien or Liability of the Company or any of its Subsidiaries which was not shown on the Most Recent Balance Sheet or incurred in the Ordinary Course of Business; and (u) neither the Company nor any of its Subsidiaries has made any representation or warranty in agreement to do any of the foregoing, other than as contemplated by this Article V untrue or incorrectAgreement and the Transaction Documents.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended December 31, 1994, as filed with the SEC, since December 31, 1994: (a) there Since the Balance Sheet Date, the Company has been no material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies and its subsidiaries taken as a whole; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.); (c) except in the ordinary course of conducted its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in accounting methods, principles or practices of Shared Technologies or its subsidiaries; (e) except in the ordinary course of business (including, without limitation, the collection of receivables, the payment of payables and for amounts which are not material, the making of capital expenditures) and there has not been occurred any revaluation by Shared Technologies event or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would notcondition which, individually or in the aggregate, has had or would reasonably be expected to have a Shared Technologies Material Adverse Effect; andEffect on the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in Section 4.6(a) of the Company Disclosure Letter, the Company has used commercially reasonable efforts to preserve its business and business organization intact, to retain its Permits, and to preserve the existing Contracts and goodwill of its insureds, suppliers, vendors, service providers, insurance carriers, retail brokers, agents, personnel and others having business relations with it. (gb) there Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in Section 4.6(b) of the Company Disclosure Letter, the Company has not been any agreement by Shared Tech- nologies or not: (i) amended any of its subsidiaries Organizational Documents; (ii) changed the compensation of any of its directors, officers, Business Employees, managers, agents, representatives or consultants, or paid or agreed to pay any bonus or similar payment (iother than bonus payments or other amounts to which the Company is committed and which are expressly disclosed in this Agreement); (iii) incurred any Indebtedness, made any loans or advances, issued any debt securities or assumed, guaranteed or otherwise became responsible for the obligations of any Person, or subjected any of its properties or assets to any Lien (other than a Permitted Lien), except for the routine advancement of expenses to any employee of the Company in the ordinary course of business; (iv) entered into, materially amended or terminated (except to the extent expired pursuant to its terms since the Balance Sheet Date) any Material Contract; (v) acquired, disposed, sold, leased or licensed any assets or properties, or made any commitment to do so, except in the ordinary course of business; (vi) adopted or changed any method of accounting (including any method of Tax accounting); (vii) changed its method of management, reporting or operations, in each case, in any material respect; (viii) promoted, demoted, changed the job title of, or otherwise altered in any material respect the responsibilities or duties of, any management employee or officer of the Company; (ix) made or caused to be made any dividend, distribution, redemption, repurchase, recapitalization, reclassification, issuance, split, combination or other transaction involving the capital stock or other equity securities of the Company, or any option, warrant or right to acquire any such capital stock or equity securities; (x) filed or made any change to any material Tax election or any Tax Return, except as required by Applicable Law; (xi) changed its commission payable to retail brokers, other than in the ordinary course of business; (xii) acquired any business or Person, whether by merger or consolidation, purchase of assets or equity securities or any other manner; (xiii) canceled or waived any rights of substantial value, or paid, discharged or settled any claim of substantial value in an amount in excess of $25,000; (xiv) failed to make any capital expenditures consistent with the existing budget of the Company or committed to make any capital expenditures after the Closing Date, in each case, in an amount in excess of $25,000; (xv) took any other action which had or would reasonably be expected to have a Material Adverse Effect on the Company; or (xvi) committed to do any of the things described foregoing referred to in the preceding clauses (ai) through — (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectxv).

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for on Section 6.8 of the fiscal year ended December 31, 1994, as filed with the SECDisclosure Schedule, since December 31, 19941997: (a) there has been no material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, business, operations, condition (financial or otherwise) other), assets or pros- pects prospects of Shared Technologies the Company and its subsidiaries subsidiaries, taken as a whole; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies the Company or any of its subsid- iariessubsidiaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies the Company or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)stock; (c) except in the ordinary course of its business and consistent with past practice practice, neither Shared Technolo- xxxx the Company nor any of its subsidiaries has incurred any indebt- edness indebtedness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible responsible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in the financial or tax accounting methods, principles or practices of Shared Technologies the Company or its subsidiaries; (e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies the Company or any of its subsid- iaries subsidiaries of any of their respective assets, including, with- out without limitation, writing down the value of inventory or writing off notes or accounts receivablesreceivable; (f) without limiting the generality of the foregoing, there has not been any damageaction or inaction by the Company, destruction its subsidiaries or lossany Shareholder the result of which would constitute a violation of the covenants contained in Section 8.1 hereof as if such covenants applied beginning December 31, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Shared Technologies Material Adverse Effect1997; and (g) there has not been any agreement by Shared Tech- nologies the Company or any of its subsidiaries or the Shareholders to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wiseotherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V VI untrue or incorrect.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form the Hain Current SEC Reports, since the date of the Hain 10-K for the fiscal year ended December 31, 1994, as filed with the SEC, since December 31, 1994K: (a) there has been no material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects prospects of Shared Technologies Hain and its subsidiaries taken as a whole; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies Hain or any of its subsid- iariessubsidiaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies Hain or any of its subsidiaries in respect of its their capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)stock; (c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx Hain nor any of its subsidiaries has incurred any indebt- edness indebtedness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible responsible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in accounting methods, principles or practices of Shared Technologies Hain or its subsidiaries; (e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies Hain or any of its subsid- iaries subsidiaries of any of their respective assets, including, with- out without limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Shared Technologies Hain Material Adverse Effect; and (g) there has not been any agreement by Shared Tech- nologies Hain or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wiseotherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V VI untrue or incorrect.

Absence of Changes or Events. Except as set forth Since February 3, 1996, each Seller has conducted the business of the Northeast Division only in Shared Technologies' Form 10-K for the fiscal year ended December 31ordinary course and has not, 1994on behalf of, as filed in connection with or relating to the SEC, since December 31, 1994business of the Northeast Division or the Assets or the Locations: (a) there has been no material adverse changemortgaged, pledged or subjected to lien, charge, security interest or any development involving a prospective material adverse changeother encumbrance or restriction on any of the Northeast Division's property, in the general affairsbusiness or assets, management, business, operations, condition tangible or intangible other than Liens (financial as defined below) to be discharged as of Closing or otherwise) or pros- pects of Shared Technologies and its subsidiaries taken Permitted Encumbrances (as a wholedefined below); (b) there has not been any direct except as set forth on EXHIBIT 4.8(b), sold, transferred, leased to others or indirect redemption, purchase or other acquisition otherwise disposed of any shares of capital stock Northeast Divisions's property, business or assets, tangible or intangible, except for inventory sold in the ordinary course of Shared Technologies business, assets replaced in the ordinary course of business with equivalent or superior assets, dispositions in the ordinary course of business of assets of immaterial value or unnecessary for the continued operation of any of its subsid- iariesLocation consistent with the manner in which it was operated during any period reflected in the Financial Information, or canceled or compromised any declarationmaterial debt or claim, setting aside or payment waived or released any right of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)substantial value; (c) except as set forth on EXHIBIT 4.8(C), received any notice of termination of any contract, lease or other agreement or suffered any damage, destruction or loss (whether or not covered by insurance) which, in any case or in the ordinary course aggregate, has had a materially adverse effect on the assets or operations of its business and consistent with past practice neither Shared Technolo- xxxx nor the Northeast Division or any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporationLocation; (d) there has not been encountered any labor union organizing activity, had any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or had any material change in accounting methodsits relations with its employees, principles agents, customers or practices of Shared Technologies or its subsidiariessuppliers; (e) except transferred or granted any rights under, or entered into any settlement regarding the breach or infringement of, any United States or foreign license, patent, copyright, trademark, trade name, invention or similar rights used in connection with the ordinary course of business and for amounts which are not materialNortheast Business, there has not been or modified any revaluation by Shared Technologies or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivablesexisting rights with respect thereto; (f) there has not been except as set forth on EXHIBIT 4.8(f), failed to replenish the Northeast Division's inventories and supplies in a normal and customary manner consistent with its prior practice, or made any damagematerial purchase commitment in excess of the normal, destruction ordinary and usual requirements of its business, or lossmade any material change in its selling, whether covered by insurance pricing, advertising or notpersonnel practices inconsistent with its prior practice or industry standards; (g) except as set forth on EXHIBIT 4.8(g), except for such as would notinstituted, settled or agreed to settle any material litigation, action or proceeding before any court or governmental body primarily relating to the operation of the Northeast Division or the Assets or any Location; (h) suffered any change, event or condition which, individually or in the aggregate, has had or would have a Shared Technologies Material Adverse Effect; and materially adverse effect on the condition (g) there has not been any agreement by Shared Tech- nologies financial or otherwise), properties, assets, or operations of the Northeast Division or any Location, including, without limitation, any materially adverse change in revenues or costs (except for those recognized by Buyer through its review of its subsidiaries to Financial Information through December 28, 1996), or any materially adverse change in relations with employees, agents, customers or suppliers; or (i) do entered into any agreement or made any commitment to take any of the things types of action described in the preceding clauses paragraphs (a) through (fh) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectabove.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for Section 3.10 of the fiscal year ended December 31, 1994, as filed with the SECDisclosure Schedule, since December 31, 19942017, except for the marketing of the Company for sale, the TFX Divestiture in accordance with the TFX Contribution Agreement and distributions of TFX assets undertaken in accordance with the TFX Contribution Agreement: (a) there The Company has been no material adverse change, or any development involving a prospective material adverse change, conducted the Business only in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects Ordinary Course of Shared Technologies and its subsidiaries taken as a wholeBusiness; the Parent has conducted no business whatsoever; (b) there There has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)occurred no Material Adverse Change; (c) except in Neither the ordinary course Company nor the Parent has: (i) amended its Constitutive Documents; (ii) issued, sold, transferred, pledged, disposed of its business and consistent with past practice neither Shared Technolo- xxxx nor or encumbered any of its subsidiaries has incurred capital stock or any indebt- edness for borrowed moneycommitments or rights of any kind to acquire any of its capital stock; (iii) purchased or otherwise acquired directly or indirectly any of its capital stock, or assumed, guaranteed, endorsed any instrument or otherwise as an accommodation become respon- sible for the obligations security which consists of or includes a right to acquire such capital stock; or (iv) declared or paid any other individual, firm dividends or corporation, distributions on or made any loans or advances with respect to any other individual, firm or corporationits capital stock; (d) there Neither the Company nor the Parent has not been any change in accounting methodsadopted a plan of complete or partial liquidation, principles dissolution, merger, consolidation, restructuring or practices other reorganization of Shared Technologies the Company or its subsidiariesthe Parent; (e) Neither the Company nor the Parent has changed in any material respect any of the accounting policies or methods used by it; (f) The Company has not incurred loss of, or damage to, its tangible personal property assets in excess of $150,000 individually or $250,000 in the aggregate whether as a result of any natural disaster, labor trouble, accident, other casualty or otherwise; (g) Neither the Company nor the Parent has mortgaged, pledged or subjected to any Lien (other than Permitted Liens), any of its assets; (h) The Company has not sold, exchanged, transferred or otherwise disposed of any of its assets, except in the ordinary course Ordinary Course of Business; (i) The Company has not canceled any debts or claims, except in the Ordinary Course of Business; (j) The Company has not reserved for or written down the value of any assets or written off as uncollectible any accounts receivable, except in the Ordinary Course of Business; (k) The Company has not made, or committed to make, any capital expenditures in excess of $150,000 individually or $250,000 in the aggregate; (l) There has not been any labor dispute or disturbance adversely affecting the business operations, prospects or financial condition of the Company, including, the filing of any petition or charge of unfair labor practice with any Governmental Entity, and, to the Seller’s Knowledge, efforts to effect a union representation election, actual or threatened employee strike, work stoppage or slowdown; (m) Except as in the Ordinary Course of Business and for amounts which are not materialthe Transaction Compensation Payments set forth on Exhibit B attached hereto, there has not been any revaluation employment, severance, termination, retention, change of control or similar agreements or arrangements entered into or modified by Shared Technologies the Parent or the Company related to any current or former employee, director or independent contractor, or any bonuses, salary increases, severance or termination pay made or granted by the Parent or the Company to any current or former employee, director or independent contractor, or other increase in the compensation or benefits provided to any current or former employee, director or independent contractor of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory Parent or writing off notes or accounts receivablesthe Company; (fn) there Neither the Company nor the Parent has entered into, modified or terminated any Listed Contract or waived any material rights under any Listed Contract other than in the Ordinary Course of Business; (o) There has not been any damageloan or advance of money or other property by the Company to any employee other than business travel advances, destruction or loss, whether covered by insurance or not, except for such as would not, individually or use of a Company credit card in the aggregate, Ordinary Course of Business or any loans which may have a Shared Technologies Material Adverse Effectbeen satisfied prior to the date hereof; and (gp) there Neither the Company nor the Parent has not been made any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) foregoing, other than as expressly negotiations with the Purchaser and its Representatives regarding the transactions contemplated or provided for in by this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior the Transaction Documents to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectwhich it is specified to be a party.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for on Section 3.8 of the fiscal year ended December 31, 1994, as filed with the SECDisclosure Schedule, since December 31June 30, 19941998: (a) there has been no material adverse change, or any development involving a prospective material adverse change, change in the general affairs, management, business, operations, condition (financial or otherwise) other), or pros- pects assets of Shared Technologies and its subsidiaries taken as a wholeeither of the Companies; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock or ownership interests of Shared Technologies or any either of its subsid- iariesthe Companies, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any either of its subsidiaries the Companies in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)or ownership interests; (c) except in neither of the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries Companies has incurred any indebt- edness indebtedness for borrowed money, or assumed, guaranteed, endorsed guaranteed or otherwise as an accommodation become respon- sible responsible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in the financial or tax accounting methods, principles or practices of Shared Technologies either of the Companies except as required by the Financial Accounting Standards Board in its published statements or its subsidiariesby GAAP; (e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies or any either of its subsid- iaries the Companies of any of their respective assets, including, with- out without limitation, writing down the value of inventory or writing off notes or accounts receivablesreceivable; (f) without limiting the generality of the foregoing, there has not been any damageaction or inaction by either of the Companies or any Shareholder the result of which would constitute a violation of the covenants contained in Section 5.1 hereof as if such covenants applied beginning June 30, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in 1998 (without giving effect to the aggregate, have a Shared Technologies Material Adverse Effectprovisions relating to the consent of Delphi); and (g) there has not been any agreement by Shared Tech- nologies either of the Companies or any of its subsidiaries the Shareholders to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wiseotherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V III untrue or incorrect.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for Section 3.17 of the fiscal year ended December 31, 1994, as filed with the SECSeller Disclosure Letter, since December 31, 19942022 through the date of this Agreement: (a) there except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto and to any transaction of the type contemplated by this Agreement, the Business has been no carried on and conducted in all material adverse change, or any development involving a prospective material adverse change, respects in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects Ordinary Course of Shared Technologies and its subsidiaries taken as a wholeBusiness; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)Material Adverse Effect; (c) except in no Business Group Member has: (i) adopted a plan of liquidation, dissolution, merger, consolidation or other reorganization; (ii) made any acquisition (including by merger) of the ordinary course equity securities or a material portion of its business and consistent with past practice neither Shared Technolo- xxxx nor the assets of any other Person; or (iii) commenced any new line of business; (d) no Business Group Member has: (i) sold, leased, transferred, assigned, exclusively licensed or sublicensed, abandoned, or otherwise disposed any of its subsidiaries material assets or property, other than (A) sales of inventory and dispositions of obsolete equipment in the Ordinary Course of Business and (B) dispositions of properties or assets that are no longer used or useful in the conduct of the Business, including leases that have expired by their terms; or (ii) terminated any line of business; (e) no Business Group Member has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporationPerson in excess of $150,000; (df) there no Business Group Member has experienced any damage, destruction or loss (whether or not been covered by insurance) to any of its assets or property (tangible or intangible) in excess of $150,000; (g) no Group Company has made any change in its accounting methods, principles or practices practices, or made any material election relating to Taxes, changed any material election relating to Taxes already made, adopted or changed any material Tax accounting method, settled or compromised any material audit, examination or other Action by any Taxing Authority of Shared Technologies any Governmental Authority relating to Taxes, filed any amended Tax Return, surrendered or its subsidiariescompromised any right to claim a material Tax refund, consented to or requested any extension or waiver of any statute of limitations period relating to Taxes, or initiated any voluntary disclosure, Tax amnesty filing or similar action relating to Taxes, in each case, except as required by GAAP, the Code or applicable Law; (eh) except no Business Group Member has engaged in any promotional, sales or discount or other activity outside of the ordinary course Ordinary Course of business and for amounts which are not material, there Business that has not been any revaluation by Shared Technologies or any could reasonably be expected to have the effect of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down accelerating sales prior to the value of inventory or writing off notes or accounts receivablesClosing that would otherwise be expected to occur subsequent to the Closing; (fi) there no Business Group Member has not been made any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually commitment outside of the Ordinary Course of Business or in excess of $2,000,000 in the aggregateaggregate for capital expenditures to be paid after the Closing or failed to incur capital expenditures in accordance with its capital expense budget; (j) except (A) in the Ordinary Course of Business, have (B) in connection with a Shared Technologies Material Adverse Effectpromotion based on job performance, (C) as may be required under applicable Law, any Benefit Plan or Business Collective Bargaining Agreement, or (D) in the case of any action that is generally applicable to employees of Seller and its Affiliates in a particular jurisdiction or geographic area, with respect to any non-Business Employee so long as the action is designed to apply uniformly to eligible employees of Seller or its Affiliates that are not employees in the Business, (1) granted to any Business Employee any material increase in compensation, (2) granted to any Business Employee any material increase in severance, retention or termination pay, (3) established, adopted, enter into or amended in any material respect any Business Collective Bargaining Agreement or Assumed Benefit Plan, (4) taken any action to accelerate any rights or benefits with respect to any Business Employee under any material Benefit Plan, (5) taken any action to accelerate the vesting or payment of, or established or provided any funding for any rabbi trust or similar arrangement for, any compensation or benefits under any Assumed Benefit Plan, (6) granted or provided to any Business Employee any change-in-control bonus, “single-trigger” or “double-trigger” transaction bonus, retention bonus or other similar payments that are payable solely as a result of the consummation of the Transactions (and not entered into with Purchaser at or prior to the Closing and effective as of the Closing), Tax gross-up, severance or termination benefits (other than Tax equalization, severance or termination benefits that, in each case, are in the Ordinary Course of Business pursuant to existing Contracts or policies), or (7) engaged in any mass layoff or plant closing as such terms are defined under the WARN Act; (k) no Business Group Member has collected its accounts receivable or paid any accrued liabilities or accounts payable or prepaid any expenses or other items, in each case other than in the Ordinary Course of Business, or taken any other action, or omitted to take any other action, not in the Ordinary Course of Business, which would materially affect Closing Working Capital; and (gl) there neither Seller Group with respect to the Business Group nor any Business Group Member has not been any agreement by Shared Tech- nologies agreed or any of its subsidiaries committed to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectforegoing.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for Since January 27, 2008, the fiscal year ended December 31, 1994, as filed with the SEC, since December 31, 1994: (a) there Business has been no material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies and its subsidiaries taken as a whole; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.); (c) except conducted in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been occurred any change in accounting methods, principles event or practices of Shared Technologies or its subsidiaries; (e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would notcondition which, individually or in the aggregate, has had or is reasonably likely to have a Shared Technologies Material Adverse Effect. Without limiting the generality of the foregoing since January 27, 2008 except as set forth in Section 3.1(f) of the Company Disclosure Letter in connection with the Business: (i) No DM Entity has amended its certificate of incorporation, articles of incorporation or bylaws (or the corresponding documents of any DM Entity formed outside of the United States); (ii) No DM Entity has issued any of its capital stock or rights, warrants or options to acquire shares of such capital stock (including any phantom interest) or issued any securities convertible into or exercisable for such shares or convertible into securities in turn so convertible, or granted any options, warrants or rights to acquire any such convertible securities; (iii) No DM Entity has paid or declared any dividends or other distributions in respect of its capital stock, or made any payment to redeem, purchase or otherwise acquire, or called for redemption, any of such stock; (iv) Neither the Company nor any DM Entity has (A) adopted or amended in any material respect any Benefit Plan, except as may be required by Applicable Law or as may be necessary to maintain such Benefit Plan’s Tax qualified status or (B) increased the compensation or benefits of any of its current or former directors, officers or Business Employees, except in the ordinary course of the Business consistent with past practice, including scheduled annual merit increases in base salary as disclosed on Section 3.1(f) of the Company Disclosure Letter; (v) No DM Entity has incurred any indebtedness for borrowed money or issued any debt securities or assumed or guaranteed the obligations of any Person in an amount in excess of $200,000, except for any intercompany loans among the Company and any DM Entity; (vi) Neither the Company nor any DM Entity has entered into, materially amended or terminated any contract which is listed on Section 3.1(i) of the Company Disclosure Letter, except in the ordinary course of the Business; (vii) Neither the Company nor any DM Entity has sold, leased or licensed any of its material assets used in the Business except in the ordinary course of the Business; (viii) There has not been any material change in the accounting methods or accounting practices of the Business or the Company; (ix) There has not been any damage to or destruction or loss of any Conveyed Asset with a book value in excess of $200,000, whether or not covered by insurance; and (gx) there There has not been any agreement by Shared Tech- nologies or any sale (other than sales of its subsidiaries to (i) do any inventory in the ordinary course of the things described Business), abandonment, lapse or other disposition or encumbrance of any Conveyed Asset or other property primarily related to the Business with a fair market value in excess of $200,000 nor any granting of any Lien in connection with the assets of any DM Entity, except for any granting of a Lien in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior ordinary course of business not to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectexceed $200,000.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for Section 5.7 of the fiscal year ended December 31, 1994, as filed with the SECDisclosure Schedule, since December 31, 19942006: (a) there Seller has been no material adverse change, or any development involving a prospective material adverse change, conducted its business only in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects Ordinary Course of Shared Technologies and its subsidiaries taken as a wholeBusiness; (b) there has not been occurred no Material Adverse Change, nor any direct change, circumstance, development, state of facts, event or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries effect that would reasonably be expected to result in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)a Material Adverse Change; (c) except in the ordinary course Seller has not adopted a plan of its business and consistent with past practice neither Shared Technolo- xxxx nor any complete or partial liquidation, dissolution, merger, consolidation, restructuring or other reorganization of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporationSeller; (d) there Seller has not been changed in any change in material respect any of the accounting methods, principles policies or practices of Shared Technologies or its subsidiariesmethods used by it; (e) except in the ordinary course of business and for amounts which are not material, there Seller has not been any revaluation by Shared Technologies incurred loss of, or significant injury to, any of its subsid- iaries assets or the Purchased Assets whether as a result of any of their respective assetsnatural disaster, includinglabor trouble, with- out limitationaccident, writing down the value of inventory other casualty or writing off notes or accounts receivablesotherwise; (f) there Seller has not been mortgaged, pledged or subjected to any damageLien (other than Permitted Liens) any of its assets or the Purchased Assets; (g) Seller has not sold, destruction exchanged, transferred or loss, whether covered by insurance or nototherwise disposed of any of its assets, except in the Ordinary Course of Business; (h) Seller has not canceled any debts or claims; (i) Seller has not reserved for such or written down the value of any assets or written off as would notuncollectible any accounts receivable, except in the Ordinary Course of Business and none of which, individually or in the aggregate, have would result in a Shared Technologies Material Adverse EffectChange; (j) Seller has not made, or committed to make, any capital expenditures in excess of $10,000 individually or $50,000 in the aggregate; and (gk) there Seller has not been made any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) foregoing, other than as expressly negotiations with Purchaser and its Representatives regarding the transactions contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of by this Agreement, would have made any representation or warranty in this Article V untrue or incorrect.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended (a) Since December 31, 1994, as filed with the SEC, since December 31, 1994:---------------------------- 1995 (ai) GranCare and its Subsidiaries have conducted their business in the ordinary course and have not incurred any material liability or obligation (indirect, direct or contingent) or entered into any material oral or written agreement or other transaction that is not in the ordinary course of business (other than the Distribution Agreement and this Agreement) or that could reasonably be expected to result in any GranCare Material Adverse Effect; (ii) neither GranCare nor its Pharmacy Subsidiaries have sustained any material loss or interference with their business or properties from fire, flood, windstorm, accident, strike or other calamity (whether or not covered by insurance); (iii) there has been no material adverse changechange in the indebtedness of GranCare and its Pharmacy Subsidiaries, no change in the authorized capital stock of GranCare and no dividend or distribution of any kind declared, paid or made by GranCare on any class of its capital stock other than the Distribution; (iv) there has been no event or condition which has caused a GranCare Material Adverse Effect, nor any development, occurrence or state of facts or circumstances that could, singly or in the aggregate, reasonably be expected to result in a GranCare Material Adverse Effect; (v) there has been no amendment, modification or supplement to any material term of any GranCare Contract to which a Pharmacy Subsidiary is a party required to be identified in Section 4.21 of the GranCare Disclosure Statement or any development involving a prospective equity security; and (vi) there has been no material adverse changechange by GranCare in its accounting principles, in the general affairs, management, business, operations, condition (financial practices or otherwise) or pros- pects of Shared Technologies and its subsidiaries taken as a whole;methods. (b) there has not been any direct or indirect redemptionSince December 31, purchase or 1995, other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.); (c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in accounting methods, principles or practices of Shared Technologies or its subsidiaries; (e) except than in the ordinary course of business and for amounts which are not materialconsistent with past practice, there has not been any revaluation increase in the compensation or other benefits payable, or which could become payable, by Shared Technologies GranCare, to its officers or key employees, or any of its subsid- iaries amendment of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Shared Technologies Material Adverse Effect; and (g) there has not been any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectGranCare Compensation and Benefit Plans.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for on Section 4.6 of the fiscal year ended December 31, 1994, as filed with the SECSchedule of Exceptions, since December 31, 1994:2005 (the date of the Base Financial Statements): (a) Neither of the Target Entities has entered into any material transaction that was not in the Ordinary Course of Business; (b) except for sales or licenses of goods and services in the Ordinary Course of Business, there has been no sale, assignment, transfer, mortgage, pledge, encumbrance or lease of any asset or property of either of the Target Entities; (c) there has been no material adverse changedeclaration or payment of a dividend, or any development involving other declaration or payment of a prospective material adverse change, in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies and its subsidiaries taken as a whole; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iariesdividend, or any other declaration, setting aside payment or payment distribution of any dividend type or nature by either of the Target Entities, whether in cash or property, and no purchase or redemption of any Equity Securities or other distribution by Shared Technologies or any securities of its subsidiaries in respect of its capital stock (except for the distribution either of the shares of Shared Tech- nologies Cellular, Inc.); (c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporationTarget Entities; (d) there has been no declaration, payment or commitment for the payment by either of the Target Entities of a bonus or other additional salary, compensation or benefit to any employee of the Target Entities that was not been any change in accounting methods, principles or practices the Ordinary Course of Shared Technologies or its subsidiariesBusiness; (e) except there has been no release, compromise, waiver or cancellation of any debt to, claim by, or right of either of the Target Entities other than in the ordinary course Ordinary Course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivablesBusiness; (f) there has not have been any damage, destruction or loss, whether covered no capital expenditures by insurance or not, except for such as would not, either of the Target Entities in excess of $25,000 individually or $100,000 in the aggregate, have a Shared Technologies Material Adverse Effect; and; (g) there has not been no change in accounting methods or practices or revaluation of any asset of either of the Target Entities; (h) there has been no damage, destruction to or loss of, physical property of either of the Target Entities; (i) there has been no loan by either of the Target Entities, or guaranty by either of the Target Entities of any loan, to any stockholder, director, officer or employee of either of the Target Entities, other than routine advances on account of travel, lodging and other business expenses in the Ordinary Course of Business; (j) there has been no amendment or termination of any oral or written contract, agreement or license to which either of the Target Entities is a party or by Shared Tech- nologies which either of the Target Entities is bound, except in the Ordinary Course of Business, or except as expressly contemplated thereby; (k) neither of the Target Entities has failed to satisfy any of its subsidiaries debts, obligations or liabilities as the same became due and payable; (l) neither of the Target Entities has entered, renewed or permitted the renewal of (whether by operation of any term thereof providing for automatic renewal or otherwise) into any agreement, contract, lease or license (or series of related agreements, contracts, leases or licenses) with any vendor or supplier either involving more than $25,000 in any 12-month period, other than in the Ordinary Course of Business; (m) neither of the Target Entities has imposed any Lien, other than Permitted Liens, upon any of its assets or properties, tangible or intangible; (n) Neither of the Target Entities has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $25,000 or outside the Ordinary Course of Business; (o) neither of the Target Entities has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $25,000 singly or $100,000 in the aggregate; (p) neither of the Target Entities has delayed or postponed the payment of accounts payable or other liabilities or indebtedness outside the Ordinary Course of Business; (q) neither of the Target Entities has transferred, assigned or granted any license or sublicense of any rights under or with respect to any Intellectual Property other than in the Ordinary Course of Business; (ir) there has been no change made or authorized in the Governing Documents of either of the Target Entities; (s) neither of the Target Entities has issued, sold, or otherwise disposed of any of its Equity Securities or other securities, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Equity Securities or other securities other than in the Ordinary Course of Business pursuant to the Stock Option Plans; (t) neither of the Target Entities has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other benefit plan); (u) neither of the Target Entities has made or pledged to make any material charitable contribution; and (v) there has been no agreement or commitment by either of the Target Entities to do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectforegoing.

Absence of Changes or Events. Except Since the Parent Balance Sheet Date, and except as set forth disclosed in Shared Technologies' Form 10-K for the fiscal year ended December 31, 1994, as filed any filing by Parent with the SEC, since December 31, 1994Securities and Exchange Commission prior to the Closing: (aA) there Parent has been no material adverse change, or any development involving a prospective material adverse change, operated its business in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies ordinary course and its subsidiaries taken as a wholeconsistent with past practices; (bB) there has not been any direct event that has had a material adverse effect on Parent, and no fact, event, circumstance or indirect redemptioncondition exists or has occurred that could reasonably be expected to have a material adverse effect on Parent; (C) Parent has not (i) declared, purchase accrued, set aside or paid any dividend or made any other acquisition distribution in respect of any shares of capital stock; (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (iii) sold, issued or granted, or authorized the issuance of, (A) any capital stock or other security (except for Parent Common Stock issued upon the valid exercise of Shared Technologies outstanding Parent Options), (B) any option, warrant or right to acquire any capital stock or any other security (except for Parent Options), or (C) any instrument convertible into or exchangeable for any capital stock or other security; (iv) received any acquisition proposal from any Person; or (v) changed any of its subsid- iariesmethods of accounting or accounting practices, or any declaration, setting aside or payment of any dividend or other distribution except as required by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)GAAP; (cD) Parent has not (i) sold or otherwise disposed of, or acquired, leased, licensed, waived or relinquished any material right or other material asset to, from or for the benefit of, any other Person except for rights or other assets sold, disposed of, acquired, leased, licensed, waived or relinquished in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor practice; (ii) made any pledge of any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed material assets or otherwise as an accommodation permitted any of its material assets to become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances subject to any other individualEncumbrance, firm or corporation; (d) there has not been any change in accounting methods, principles or practices of Shared Technologies or its subsidiaries; (e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Shared Technologies Material Adverse Effectconsistent with past practice; and (g) there has not been any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (iiiii) take, whether in writing or other- wise, guaranteed any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectindebtedness for borrowed money.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended December 31, 1994, as filed with the SECSchedule ---------------------------- 6.16, since December 31the date of the Most Recent Balance Sheet, 1994there has not been any material adverse change in the business, assets, financial condition, results of operations or prospects of the Company, other than changes relating to United States or foreign economies in general or the Company's industries in general and not specifically relating to the Company. Buyer acknowledges that there may have been disruption to the Company's business as a result of the marketing of the Company by Sellers to potential buyers and that there may be disruption to the Company's business as a result of the execution of this Agreement and the consummation of the transactions contemplated hereby, and Buyer agrees that such disruptions do not and shall not constitute a breach of this Section 6.16. Without limiting the generality of the foregoing, except as set forth in Schedule 6.16, since the date of the Most Recent Balance Sheet, the Company has not: (a) there has been no material adverse changeredeemed or repurchased, directly or indirectly, any development involving a prospective material adverse changeshares of capital stock or other equity security or (with the further exception of payments allowed under subsections 8.02(n) and 19(a)) declared, set aside or paid any dividends or made any other distributions, whether in the general affairscash or in kind, management, business, operations, condition (financial with respect to any shares of its capital stock or otherwise) or pros- pects of Shared Technologies and its subsidiaries taken as a wholeother equity security; (b) there has not been issued, sold or transferred any direct equity securities, any securities convertible, exchangeable or indirect redemption, purchase or other acquisition of any exercisable into shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution or other equity securities, or warrants, options or other rights to acquire shares of its capital stock or other equity securities of the shares of Shared Tech- nologies Cellular, Inc.)Company; (c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances subject to any other individualliabilities, firm or corporation; (d) there has not been any change in accounting methods, principles or practices of Shared Technologies or its subsidiaries; (e) except liabilities incurred in the ordinary course of business and (for amounts purposes of this provision, potential liabilities related to routine personal injury litigation or claims made, which are not materialboth (i) fully covered by the Company's insurance and (ii) disclosed in the updated Schedule 6.13 to be delivered at Closing shall be deemed to have been incurred in the ordinary course of business). (d) subjected any portion of its properties or assets to any Lien (except (i) Permitted Liens, there has not been any revaluation by Shared Technologies and (ii) Liens for the purchase price/lease cost of assets acquired since the date of the Most Recent Balance Sheet in the ordinary course of business); (e) sold, leased, assigned or transferred (including, without limitation, transfers to Sellers or any of their Affiliates) a portion of its subsid- iaries of any of their respective tangible assets, including, with- out limitation, writing down the value except for sales and rentals of inventory in the ordinary course of business, or writing off notes canceled without fair consideration any material debts or accounts receivablesclaims owing to or held by it; (f) there has not been sold, assigned, licensed or transferred (including, without limitation, transfers to Sellers or any damageof their Affiliates) any Intellectual Property owned by, destruction issued to or loss, whether covered by insurance licensed to the Company or not, except for disclosed any confidential information (other than pursuant to agreements requiring the disclosure to maintain the confidentiality of and preserving all rights of the Company in such as would not, individually confidential information) or received any confidential information of any third party in the aggregate, have a Shared Technologies Material Adverse Effect; andviolation of any obligation of confidentiality; (g) there has not been suffered any extraordinary losses or waived any rights of material value; (h) entered into, amended or terminated any material lease, contract, agreement by Shared Tech- nologies or commitment (other than sale and rental agreements with customers in the ordinary course), or taken any other action or entered into any other transaction other than in the ordinary course of business; (i) made or granted any bonus or any wage, salary or compensation increase to any director, officer, employee or sales representative, group of employees or consultant or (other than increases to non-officer employees made per customary practices or to meet a competing offer) made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (j) made any other change in employment terms for any of its subsidiaries to directors, officers, and employees outside the ordinary course of business; (ik) do any of the things described conducted its cash management customs and practices other than in the preceding clauses ordinary course of business (aincluding, without limitation, with respect to collection of accounts receivable, purchases of inventory and supplies, repairs and maintenance, and payment of accounts payable and accrued expenses); (l) through (f) made any capital expenditures or commitments for capital expenditures that aggregate in excess of $100,000 other than as expressly contemplated the purchase of Inventory in the ordinary course of business; or (m) made any loans or provided advances to, or guarantees for in this Agreement or (ii) take, whether in writing or other- wisethe benefit of, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectpersons.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for Since November 30, 2014, there has not been any event, change, occurrence or circumstance outside the fiscal year ended December 31, 1994, as filed with Ordinary Course of Business or that has had or could reasonably be expected to have a Material Adverse Effect on the SECCompany. Without limiting the generality of the foregoing, since December 31November 30, 19942014: (a) there the Company has been no material adverse changenot sold, leased, transferred, or assigned any development involving a prospective material adverse changeof its assets, tangible or intangible, other than routine purchase orders and other sales made in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects Ordinary Course of Shared Technologies and its subsidiaries taken as a wholeBusiness; (b) there the Company has not been entered into any direct Contract (or indirect redemptionseries of related Contracts) involving more than $50,000, other than purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iariesorders, or any declaration, setting aside or payment outside the Ordinary Course of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)Business; (c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries no Person has incurred any indebt- edness for borrowed moneyaccelerated, terminated, modified, or assumed, guaranteed, endorsed canceled any Contract (or otherwise as an accommodation become respon- sible for series of related Contracts) to which the obligations Company is a party or by which it is bound either involving more than $50,000 or outside the Ordinary Course of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporationBusiness; (d) the Company has not agreed to the imposition of any Encumbrance upon any of its assets, tangible or intangible; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $50,000 or outside the Ordinary Course of Business; (f) the Company has not issued any note, bond or other debt security or created, incurred, assumed, or guaranteed any Indebtedness; (h) the Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (i) the Company has not canceled, compromised, waived or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business; (j) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock, as the case may be; (k) the Company has not experienced any damage, destruction or loss (whether or not covered by insurance) to its property in excess of $50,000; (l) the Company has not made any loan to, or entered into any other transaction with, any of its stockholders, directors, officers or employees; (m) the Company has not granted any increase in the compensation of any of its directors, officers, or employees or made any other change in employment terms for any of its directors, officers or employees or in the terms of its agreements with any independent contractors outside the Ordinary Course of Business; (n) the Company has not adopted, amended, modified or terminated any bonus, profit-sharing, incentive, stock option, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other employee benefit plan); (o) there has not been any change in the Tax or accounting principles, methods, principles practices, elections or practices procedures followed by the Company in connection with the business of Shared Technologies the Company or its subsidiaries;any change in the depreciation or amortization policies or rates there­tofore adopted by the Company in connection with the business of the Company; or (ep) except in the ordinary course of business and for amounts which are not material, there Company has not been entered into any revaluation by Shared Technologies or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or lossobligation, whether covered by insurance written or notoral, except for such as would not, individually or in the aggregate, have a Shared Technologies Material Adverse Effect; and (g) there has not been any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectforegoing.

Absence of Changes or Events. Except as set forth in Shared Technologies' Xxxxxxxxx'x Form 10-K for the fiscal year ended December 31June 30, 19941997, as amended, as filed with the SEC, or in Xxxxxxxxx'x Form 8-K as filed with the SEC on January 28, 1998, or in Xxxxxxxxx'x Form 13-D as filed with the SEC on January 21, 1998, since December 31June 30, 19941997: (a) there has been no material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects prospects of Shared Technologies Xxxxxxxxx and its subsidiaries taken as a whole; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies Xxxxxxxxx or any of its subsid- iariessubsidiaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies Xxxxxxxxx or any of its subsidiaries in respect of its their capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)stock; (c) except in the ordinary course of its business and consistent with past practice practices neither Shared Technolo- xxxx Xxxxxxxxx nor any of its subsidiaries has incurred any indebt- edness indebtedness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible responsible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in accounting methods, principles or practices of Shared Technologies Xxxxxxxxx or its subsidiaries; (e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies Xxxxxxxxx or any of its subsid- iaries subsidiaries of any of their respective assets, including, with- out without limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Shared Technologies Xxxxxxxxx Material Adverse Effect; and (g) there has not been any agreement by Shared Tech- nologies Xxxxxxxxx or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wiseotherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V VII untrue or incorrect.

Absence of Changes or Events. (a) Since August 31, 2019, there has been no change or event that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, and Seller and SHCM have operated the PEO Business only in the Ordinary Course of Business. Without limiting the generality of the foregoing, except as set forth in Schedule 5.13, since August 31, 2019: (i) Neither Seller nor SHCM has entered into, amended or terminated any material Contract with respect to the PEO Business outside the Ordinary Course of Business; (ii) No party (including Seller) has accelerated, terminated, made material modifications to, canceled, rescinded, or waived or entered into an accord and satisfaction with respect to any term, condition, provision, right or remedy of, any Contract with respect to the PEO Business to which Seller is a party or by which it or any of the Purchased Assets are bound; (iii) There has been no material loss, damage or destruction to, or any material interruption in the use of, any of the Purchased Assets (whether or not covered by insurance); (iv) No party has imposed any Lien upon any of the Purchased Assets, whether tangible or intangible; (v) Neither Seller nor SHCM has waived, settled or compromised any material dispute or claim with respect to the PEO Business; (vi) Neither Seller nor SHCM has made any material capital expenditures with respect to the PEO Business outside the Ordinary Course of Business; (vii) Neither Seller nor SHCM has granted any license or sublicense of any material rights under or with respect to any Intellectual Property included in the Purchased Assets; (viii) Neither Seller nor SHCM has made any material change in its method of doing business or any change in its accounting principles or method of application of such principles or practices with respect to the PEO Business; (ix) Neither Seller nor SHCM has written off as uncollectible any notes or accounts receivable, except write‑offs in the Ordinary Course of Business consistent with past practice charged to applicable reserves; (x) Neither Seller nor SHCM has made any loans, advances or capital contributions to, or investments in, any other Person other than loans, advances or capital contributions by Seller to any direct or indirect wholly-owned subsidiary of Seller; (xi) Neither Seller nor SHCM has acquired by merger, consolidation or otherwise any material assets, equity interests or business of any Person or division thereof; (xii) Neither Seller nor SHCM has made any assignment for the benefit of creditors, admitted in writing an inability to pay debts as they mature, filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization, or an arrangement with creditors under the federal bankruptcy laws or any other similar laws; (xiii) Neither Seller nor SHCM has made any material change in employment terms for any of the Employees outside the Ordinary Course of Business; and (xiv) Neither Seller nor SHCM has committed to do, effect, implement or acquiesce to any of the foregoing. (b) Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended December 31, 1994, as filed with the SECSchedule 5.13(b), since December 3112:01 a.m. Eastern Time on the Effective Date, 1994: (a) there Seller has been no material adverse change, or any development involving a prospective material adverse change, conducted operations of the PEO Business in the general affairsOrdinary Course of Business, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies and its subsidiaries taken as a whole; (b) there has not been (i) any direct sale or indirect redemption, purchase or other acquisition transfer of any shares assets of capital stock Seller used or held for use primarily in the PEO Business, other than in the Ordinary Course of Shared Technologies or Business during the period after 12:01 a.m. Eastern Time on the Effective Date, (ii) any of its subsid- iaries, or any declaration, setting aside declaration or payment of any dividend or other distribution by Shared Technologies Seller, or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellularredemption, Inc.); (c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries has incurred any indebt- edness for borrowed money, repurchase or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in accounting methods, principles or practices of Shared Technologies or its subsidiaries; (e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies or any of its subsid- iaries acquisition of any of their respective assetsequity securities, including(iii) any loan, with- out limitationadvance or capital contribution to any other Person by Seller in respect of the PEO Business or any investment in or acquisition of any other Person by Seller in respect of the PEO Business, writing down other than advances to employees for travel-related expenses in the value Ordinary Course of inventory Business during the period after 12:01 a.m. Eastern Time on the Effective Date, (iv) any capital expenditures, or writing off notes any incurrence of any obligation to make any capital expenditures, in respect of the PEO Business, (v) any increase in the base wage or accounts receivables; salary payable to, or any other components of compensation and/or employee health and welfare benefits of, any employee of or consultant to Seller in respect of the PEO Business other than to the extent mandated by applicable Law, (fvi) there has not been any damagetransaction with any party to the Noncompetition Agreement, destruction any of their Affiliates, or lossany member of their family entered into or consummated by Seller (including any payment of compensation, whether covered commissions or bonuses, but excluding payment of base salary at the annualized rate disclosed to Buyer prior to the Effective Date and excluding employee health and welfare benefits in the Ordinary Course of Business for the period after 12:01 a.m. Eastern Time on the Effective Date), in respect of the PEO Business, (vii) any cancellation, settlement or waiver of any claims by insurance Seller against any third party, in respect of the PEO Business, (viii) any costs and expenses of Seller, paid or notreimbursed by Seller, in respect of the PEO Business, (ix) any incurrence or guaranty of any indebtedness, except for such as would not, individually (A) customer or client deposits held by Seller arising in the aggregateOrdinary Course of Business and received after 12:01 a.m. Eastern Time on the Effective Date, have and (B) current charges for business expenses on company credit cards arising in the Ordinary Course of Business and incurred after 12:01 a.m. Eastern Time on the Effective Date, (x) any election relating to Taxes, any entry into any closing agreement relating to Taxes, any surrender of any right to claim a Shared Technologies Material Adverse Effect; and (g) there has not been refund of Taxes, any agreement by Shared Tech- nologies settlement or compromise of any Tax claim or assessment, any filing of any Tax Return or any amended Tax Return, any consent to any extension or waiver of its subsidiaries the limitation period applicable to any Tax claim or assessment, any failure to pay any Tax that becomes due and payable (including any estimated Tax payments), any adoption or change of any Tax accounting method and/or (xi) any Seller Interim Transfer in excess of $50,000 after netting the aggregate amount any and all Buyer Interim Payable and Expenses (clauses (i) do any of the things described in the preceding clauses through and including (axi) through (f) other than are hereby referred to herein as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrect“Unpermitted Financial Leakage”).

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended December 31, 1994, as filed with the SEC, since December 31, 1994: (a) there has been no material adverse change, or any development involving a prospective material adverse change, in Since the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects of Shared Technologies and its subsidiaries taken as a whole; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.); (c) except in the ordinary course of its business and consistent with past practice neither Shared Technolo- xxxx nor any of its subsidiaries has incurred any indebt- edness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in accounting methods, principles or practices of Shared Technologies or its subsidiaries; (e) except in the ordinary course of business and for amounts which are not materialBalance Sheet Date, there has not been any revaluation by Shared Technologies change, effect, event or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory occurrence that has had or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, reasonably be expected to have a Shared Technologies Seller Material Adverse Effect; and. (gb) there has not been any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of From the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior Balance Sheet Date to the date of this Agreement, would have except as set forth in Section 3.13(b) of the Seller Disclosure Schedule, Seller has caused the Business to be conducted in all material respects in the ordinary course and: (i) the Company has not made any representation distribution to any holder of any Equity Interests, whether or warranty not upon or in this Article V untrue respect of any interests of the Company; (ii) neither Seller nor the Company has granted to any Employee any material increase in base salary, wages, bonuses, incentive compensation, pension, severance, other enhanced payment or incorrecttermination pay, except (A) in the ordinary course of business, (B) in connection with a promotion based on job performance or workplace requirements or (C) as may have been required under existing agreements, including any Company Benefit Plan, or applicable Law; (iii) the Company has not made any material change in its accounting methods, principles or practices except as required by GAAP or by applicable Law; (iv) the Company has not incurred or guaranteed any indebtedness for borrowed money; (v) neither Seller nor the Company has sold, leased or otherwise disposed of any assets of the Company used in the operation or conduct of the Business, except for (A) sales of raw materials, work-in-process, finished goods, supplies, parts, spare parts and other inventories, in each case, in the ordinary course of business, (B) assets that were obsolete or no longer used in the Business and (C) cash distributions to its Affiliates; (vi) the Company has not consummated the acquisition of, by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division or a substantial portion of the assets thereof (other than inventory); and (vii) neither Seller nor the Company, as applicable, has authorized or agreed to do, whether in writing or otherwise, any of the foregoing actions.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for the fiscal year ended December Company SEC Reports, since October 31, 1994, as filed with the SEC, since December 31, 19942002: (a) there has been no material adverse change, or any development involving a prospective material adverse change, in the general affairs, management, business, assets, liabilities, results of operations, condition (financial or otherwise) or pros- pects prospects of Shared Technologies the Company and its subsidiaries subsidiaries, taken as a whole; (b) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of Shared Technologies the Company or any of its subsid- iariessubsidiaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries the Company in respect of its capital stock (except for the distribution of the shares of Shared Tech- nologies Cellular, Inc.)stock; (c) except in the ordinary course of its business and consistent with past practice practice, neither Shared Technolo- xxxx the Company nor any of its subsidiaries has incurred any indebt- edness indebtedness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible responsible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporation; (d) there has not been any change in the financial or the accounting methods, principles or practices of Shared Technologies the Company or its subsidiaries, except to the extent required by GAAP or the rules and regulations of the SEC; (e) except in the ordinary course of business and for amounts which are not material, there has not been any revaluation by Shared Technologies the Company or any of its subsid- iaries subsidiaries of any of their respective assets, including, with- out without limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Shared Technologies Company Material Adverse Effect; and (g) there has not been any agreement by Shared Tech- nologies the Company or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wiseotherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrect.

Absence of Changes or Events. Except as set forth in Shared Technologies' Form 10-K for Since the fiscal year ended December 31date of the most recent Financial Statements, 1994there has not been any event, as filed with change, occurrence or circumstance outside the SECOrdinary Course of Business or that has had or could reasonably be expected to have a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, since December 31, 1994the date of the most recent Financial Statements: (a) there the Company has been no material adverse changenot sold, leased, transferred, or assigned any development involving a prospective material adverse changeof its assets, tangible or intangible, other than routine purchase orders and other sales made in the general affairs, management, business, operations, condition (financial or otherwise) or pros- pects Ordinary Course of Shared Technologies and its subsidiaries taken as a wholeBusiness; (b) there the Company has not been entered into any direct Contract (or indirect redemptionseries of related Contracts) involving more than $50,000 outside the Ordinary Course of Business, purchase or other acquisition of any shares of capital stock of Shared Technologies or any of its subsid- iaries, or any declaration, setting aside or payment of any dividend or other distribution by Shared Technologies or any of its subsidiaries than loans made in respect of its capital stock (except for accordance with the distribution of the shares of Shared Tech- nologies Cellular, Inc.)Company’s business plan; (c) except in the ordinary course Company has not agreed to the imposition of its business and consistent with past practice neither Shared Technolo- xxxx nor any Encumbrance upon any of its subsidiaries has incurred any indebt- edness for borrowed moneyassets, tangible or assumed, guaranteed, endorsed or otherwise as an accommodation become respon- sible for the obligations of any other individual, firm or corporation, or made any loans or advances to any other individual, firm or corporationintangible; (d) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $50,000 or outside the Ordinary Course of Business; (e) the Company has not issued any note, bond or other debt security or created, incurred, assumed, or guaranteed any Indebtedness; (f) the Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (g) the Company has not canceled, compromised, waived or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business; (h) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock, as the case may be; (i) the Company has not experienced any damage, destruction or loss (whether or not covered by insurance) to its property in excess of $50,000; (j) the Company has not made any loan to, or entered into any other transaction with, any of its stockholders, directors, officers or employees; (k) the Company has not granted any increase in the compensation of any of its directors, officers, or employees or made any other change in employment terms for any of its directors, officers or employees or in the terms of its agreements with any independent contractors outside the Ordinary Course of Business; (l) the Company has not adopted, amended, modified or terminated any bonus, profit-sharing, incentive, stock option, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other employee benefit plan); (m) there has not been any change in the Tax or accounting principles, methods, principles practices, elections or practices procedures followed by the Company in connection with the business of Shared Technologies the Company or its subsidiaries;any change in the depreciation or amortization policies or rates theretofore adopted by the Company in connection with the business of the Company; or (en) except in the ordinary course of business and for amounts which are not material, there Company has not been entered into any revaluation by Shared Technologies or any of its subsid- iaries of any of their respective assets, including, with- out limitation, writing down the value of inventory or writing off notes or accounts receivables; (f) there has not been any damage, destruction or lossobligation, whether covered by insurance written or notoral, except for such as would not, individually or in the aggregate, have a Shared Technologies Material Adverse Effect; and (g) there has not been any agreement by Shared Tech- nologies or any of its subsidiaries to (i) do any of the things described in the preceding clauses (a) through (f) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or other- wise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article V untrue or incorrectforegoing.