Common use of Absence of Changes or Events Clause in Contracts

Absence of Changes or Events. Except as specifically disclosed in the SEC Reports filed prior to the date of this Agreement and furnished to Purchaser, since November 30, 1998: (x) the Company has not suffered or been threatened with (and the Company has no knowledge of any facts which are reasonably likely to cause or result in) any material adverse change in its business, operations (or results of operations), assets, properties, liabilities or condition (financial or otherwise); and (y) the Company has operated only in the usual and ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, since such date, the Company has not: (a) sold, assigned, leased, exchanged, transferred or otherwise disposed of any material portion of its assets or property, except in the usual and ordinary course of business consistent with past practice; 8 (b) suffered any material casualty, damage or loss, or any material interruption in use, of any material assets or property (whether or not covered by insurance), on account of fire, flood, riot, strike or other hazard or Act of God; (c) written off any material asset as unusable or obsolete or for any other reason; (d) made or suffered any material change in the conduct or nature of its business (whether or not in the ordinary course of business and whether or not such change would result in a Material Adverse Effect on the Company); (e) waived any material right or canceled or compromised any material debt, other than in the ordinary course of business; (f) paid, declared or set aside any dividends or other distributions on its securities of any class or purchased or redeemed any of its securities of any class; (g) made any change in accounting methods or principles; (h) made or committed to make capital expenditures in excess of $40,000 in the aggregate; (i) discharged any liability except in the usual and ordinary course of business in accordance with past practices, or prepaid any liability; (j) entered into any transaction with, or made any payment to, or incurred any liability to, any Related Party (as herein defined); (k) increased the compensation payable to any director, officer or employee except for raises to nonofficers in the ordinary course of business consistent with past practice; (l) made any payments or distributions to its employees, officers or directors except such amounts as constitute currently effective compensation for services rendered, or reimbursement for reasonable ordinary and necessary out-of-pocket business expenses; (m) paid or incurred any management or consulting fees, or engaged any consultants; (n) elected any director or hired any officer or senior employee; (o) borrowed any money or issued any bonds, notes, debentures or other evidence of indebtedness; (p) acquired by merger, consolidation or acquisition of stock or assets any Person or business; (q) adopted, amended or terminated any Employee Benefit Plan (as defined herein); or (r) agreed in writing or otherwise to take any of the foregoing actions.

Absence of Changes or Events. Except as specifically disclosed in Since the SEC Reports filed prior to Financial Statements Date, Seller has conducted the date of this Agreement and furnished to Purchaser, since November 30, 1998: (x) the Company has not suffered or been threatened with (and the Company has no knowledge of any facts which are reasonably likely to cause or result in) any material adverse change in its business, operations (or results of operations), assets, properties, liabilities or condition (financial or otherwise); and (y) the Company has operated Business only in the usual and ordinary course of business consistent with past practice. Without limiting the generality and has not taken, or entered into any agreement or made any commitment to take, any of the foregoing, since such date, following actions in connection with the Company has notBusiness: (a) sold, assigned, leased, exchanged, transferred Incurred any obligation or otherwise disposed of any material portion of its assets or propertyliability related to the Business, except in the usual and ordinary course of liabilities (1) for trade or business consistent with past practice; 8 (b) suffered any material casualty, damage or loss, or any material interruption in use, of any material assets or property (whether or not covered by insurance), on account of fire, flood, riot, strike or other hazard or Act of God; (c) written off any material asset as unusable or obsolete or for any other reason; (d) made or suffered any material change in the conduct or nature of its business (whether or not obligations incurred in the ordinary course of business and whether or (2) which do not such change would result in a Material Adverse Effect materially affect the Business or the Business’ financial condition; (b) Paid any obligation or liability related to the Business other than current liabilities (1) shown on the Company)Financial Statements or (2) incurred since the Financial Statements Date in the ordinary course of business; (c) Subjected any Assets to any Encumbrance, except in the ordinary course of business; (d) Sold or otherwise disposed of any Assets, except in the ordinary course of business; (e) waived any material right Cancelled, compromised, waived, or canceled or compromised released any material debt, other than claim, or right related to the Business, except in the ordinary course of business; (f) paid, declared Received or set aside any dividends or other distributions on its securities given notice of termination of any class Contract whose termination has had, or purchased may have, a material adverse effect on the Business or redeemed any of its securities of any classfinancial condition; (g) made To its Knowledge, experienced any change in accounting methods labor union organizing activity or principleshad any actual or threatened employee strikes, work stoppages, slow-downs, or lock-outs; (h) made or committed to make capital expenditures in excess of $40,000 Had any material change in the aggregateterms of agreements with employees, agents, customers or suppliers; (i) discharged Made or agreed to make any liability except change in the usual compensation payable to any manager or employee working exclusively for the Business, except for normal periodic bonus accruals and ordinary course of business normal periodic increases in accordance with past practices, or prepaid any liabilityregular compensation; (j) entered into Acquired any transaction with, or made any payment to, or incurred any liability to, any Related Party (as herein defined)capital assets related to the Business which cost in excess of an aggregate of $250,000; (k) increased the compensation payable Declared any dividends or made any distributions to any directorits shareholders, officer or employee except for raises to nonofficers other than transactions in the ordinary course of business consistent with past practicepractices; (l) made Instituted, settled or agreed to settle any payments or distributions material Proceeding related to its employees, officers or directors except such amounts as constitute currently effective compensation for services rendered, or reimbursement for reasonable ordinary and necessary out-of-pocket business expenses;the Business; or (m) paid or incurred Suffered any management or consulting feeschange, event, condition, damage, destruction, or engaged any consultants; (n) elected any director or hired any officer or senior employee; (o) borrowed any money or issued any bonds, notes, debentures or other evidence of indebtedness; (p) acquired by merger, consolidation or acquisition of stock or assets any Person or business; (q) adopted, amended or terminated any Employee Benefit Plan (as defined herein); or (r) agreed in writing or otherwise to take any of loss having a material adverse affect on the foregoing actionsBusiness.

Absence of Changes or Events. Except as specifically disclosed in Since January 1, 1996, SELLER has conducted the SEC Reports filed prior to the date of this Agreement and furnished to Purchaser, since November 30, 1998: (x) the Company has not suffered or been threatened with (and the Company has no knowledge of any facts which are reasonably likely to cause or result in) any material adverse change in its business, operations (or results of operations), assets, properties, liabilities or condition (financial or otherwise); and (y) the Company has operated Business only in the usual and ordinary course of business consistent with past practice. Without limiting the generality of the foregoingand has not, since such dateon behalf of, in connection with, or relating to, the Company has notBusiness or the Acquired Assets: (a) sold, assignedtransferred, leased, exchanged, transferred leased or licensed to others or otherwise disposed of any material portion of its assets or propertythe Acquired Assets, except for inventory sold in the usual and ordinary course of business consistent with past practice; 8business, or waived or released any right of substantial value; (b) received any notice of termination of, or intent to terminate, any contract, lease or other agreement or suffered any material casualtydamage, damage destruction or loss, or any material interruption in use, of any material assets or property loss (whether or not covered by insurance)) which, in any case or in the aggregate, could, or with the passage of time could in the future, have a material and adverse effect on account the assets, operations or, in the exercise of fireSELLER's reasonable judgment, flood, riot, strike or other hazard or Act prospects of Godthe Business; (c) written off had any material asset as unusable or obsolete or for any other reasonand adverse change in its relations with its suppliers; (d) made transferred or suffered granted any material change in rights under, or entered into any settlement regarding the conduct breach or nature of its business (whether infringement of, any United States or not in the ordinary course of business and whether foreign license, patent, copyright, trademark, trade name, invention or not such change would result in a Material Adverse Effect on the Company)similar rights, or modified any existing rights with respect thereto; (e) waived instituted, settled or agreed to settle any litigation, action or proceeding before any court or governmental body relating to the Business or the Acquired Assets; (f) failed to replenish the Business's inventories and supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the industry, or made any purchase commitment in excess of the normal, ordinary and usual requirements of the Business or at any price materially in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, or made any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practice and prudent business practices prevailing in the industry; (g) suffered any change, event or condition which, in any case or in the aggregate, has had or may have a material right and adverse effect on its condition (financial or canceled otherwise), properties, assets, liabilities or compromised operations including, without limitation, any material debtchange in its revenues, costs, backlog or relations with its employees, agents, customers or suppliers; (h) entered into any transaction, contract or commitment other than in the ordinary course of business; (f) paid, declared or set aside any dividends or business other distributions on its securities of any class or purchased or redeemed any of its securities of any class; (g) made any change in accounting methods or principles; (h) made or committed to make capital expenditures in excess of $40,000 in the aggregate;than this Agreement; or (i) discharged any liability except in the usual and ordinary course of business in accordance with past practices, or prepaid any liability; (j) entered into any transaction with, agreement or made any payment to, or incurred any liability to, any Related Party (as herein defined); (k) increased the compensation payable to any director, officer or employee except for raises to nonofficers in the ordinary course of business consistent with past practice; (l) made any payments or distributions to its employees, officers or directors except such amounts as constitute currently effective compensation for services rendered, or reimbursement for reasonable ordinary and necessary out-of-pocket business expenses; (m) paid or incurred any management or consulting fees, or engaged any consultants; (n) elected any director or hired any officer or senior employee; (o) borrowed any money or issued any bonds, notes, debentures or other evidence of indebtedness; (p) acquired by merger, consolidation or acquisition of stock or assets any Person or business; (q) adopted, amended or terminated any Employee Benefit Plan (as defined herein); or (r) agreed in writing or otherwise commitment to take any of the foregoing actionstypes of action described in subparagraphs (a) through (h) above other than this Agreement.

Absence of Changes or Events. Except as specifically disclosed in Since the SEC Reports filed prior to Financial Statements Date, Seller has conducted the date of this Agreement and furnished to Purchaser, since November 30, 1998: (x) the Company has not suffered or been threatened with (and the Company has no knowledge of any facts which are reasonably likely to cause or result in) any material adverse change in its business, operations (or results of operations), assets, properties, liabilities or condition (financial or otherwise); and (y) the Company has operated Business only in the usual and ordinary course of business consistent with past practice. Without limiting the generality and has not taken, or entered into any agreement or made any commitment to take, any of the foregoing, since such date, following actions in connection with the Company has notBusiness: (a) sold, assigned, leased, exchanged, transferred Incurred any obligation or otherwise disposed of any material portion of its assets or propertyliability related to the Business, except in the usual and ordinary course of liabilities (1) for trade or business consistent with past practice; 8 (b) suffered any material casualty, damage or loss, or any material interruption in use, of any material assets or property (whether or not covered by insurance), on account of fire, flood, riot, strike or other hazard or Act of God; (c) written off any material asset as unusable or obsolete or for any other reason; (d) made or suffered any material change in the conduct or nature of its business (whether or not obligations incurred in the ordinary course of business and whether or (2) which do not such change would result in a Material Adverse Effect materially affect the Business or the Business’ financial condition; (b) Paid any obligation or liability related to the Business other than current liabilities (1) shown on the Company)Financial Statements or (2) incurred since the Financial Statements Date in the ordinary course of business; (c) Subjected any Assets to any Material Encumbrance, other than as listed in Schedule 5.25(c) to this Agreement; (d) Sold or otherwise disposed of any Material Assets, except as listed in Schedule 5.25(d) to this Agreement; (e) waived Cancelled, compromised, waived, or released any material right or canceled or compromised any material debt, other than claim, or right related to the Business, except in the ordinary course of business; (f) paid, declared Received or set aside any dividends or other distributions on its securities given notice of termination of any class Contract whose termination has had, or purchased may have, a Material Adverse Effect on the Business or redeemed any of its securities of any classfinancial condition; (g) made To its Knowledge, experienced any labor union organizing activity, had any actual or threatened employee strikes, work stoppages, slow-downs, or lock-outs, or had any material change in accounting methods the terms of agreements with employees, agents, customers or principlessuppliers; (h) made Made or committed agreed to make capital expenditures in excess of $40,000 any change in the aggregatecompensation payable to any manager or employee working exclusively for the Business, except for normal periodic bonus accruals and normal periodic increases in regular compensation; (i) discharged Acquired any liability Material capital assets related to the Business, except as listed in the usual and ordinary course of business in accordance with past practices, or prepaid any liabilitySchedule 5.25(i) to this Agreement; (j) entered into Instituted, settled or agreed to settle any transaction with, or made any payment to, or incurred any liability to, any Related Party (as herein defined);Proceeding related to the Business; or (k) increased the compensation payable to Suffered any directorchange, officer or employee except for raises to nonofficers in the ordinary course of business consistent with past practice; (l) made any payments or distributions to its employeesevent, officers or directors except such amounts as constitute currently effective compensation for services renderedcondition, damage, destruction, or reimbursement for reasonable ordinary and necessary out-of-pocket business expensesloss having a Material Adverse Effect on the Business; (m) paid or incurred any management or consulting fees, or engaged any consultants; (n) elected any director or hired any officer or senior employee; (o) borrowed any money or issued any bonds, notes, debentures or other evidence of indebtedness; (p) acquired by merger, consolidation or acquisition of stock or assets any Person or business; (q) adopted, amended or terminated any Employee Benefit Plan (as defined herein); or (r) agreed in writing or otherwise to take any of the foregoing actions.

Absence of Changes or Events. Except as specifically disclosed in Since July 31, 2006 (the SEC Reports filed prior to the date of this Agreement and furnished to Purchaser“Financial Date”), since November 30, 1998: (x) the Company has not suffered or been threatened with (and the Company has no knowledge of any facts which are reasonably likely to cause or result in) any material adverse change in conducted its business, operations (or results of operations), assets, properties, liabilities or condition (financial or otherwise); and (y) the Company has operated business only in the usual and ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, since such date, the Company practice and has not: (a) sold, assigned, leased, exchanged, transferred or otherwise disposed of Incurred any material portion of its assets or property, except in the usual and ordinary course of business consistent with past practice; 8Material Adverse Change; (b) suffered Suffered any material casualtyevent, damage including, without limitation, shortage of materials or losssupplies, fire, explosion, accident, requisition or taking of property by any material interruption in use, of any material assets or property (whether or not covered by insurance), on account of firegovernmental agency, flood, drought, earthquake, or other natural event, riot, strike act of God or a public enemy, or damage, destruction, or other hazard casualty, whether covered by insurance or Act of Godnot, which has had a Material Adverse Effect; (c) written off Incurred any material asset as unusable obligation or obsolete liability other than in the ordinary and usual course of business or for any other reasonthat has had a Material Adverse Effect; (d) made or suffered Made any material change in the conduct method of operating the Company’s business or nature of its business (whether or not any change in the ordinary course of business and whether or not such change would result in a Material Adverse Effect on the Company)accounting practices relating thereto; (e) waived Incurred any material right indebtedness for borrowed money or canceled forgiven or compromised cancelled any material debtdebts or claims, other than in the ordinary and usual course of business; (f) paidAgreed to sell, declared lease, or set aside any dividends dispose of the Shares or other distributions on its securities of any class or purchased or redeemed any of its securities the Assets (as defined below), except as contemplated in this Agreement and, as to the Assets, except in the ordinary and usual course of any classbusiness; (g) made Modified, waived, changed, amended, released or terminated any change in accounting methods or principles;Contract (as hereinafter defined), other than as expressly contemplated by this Agreement; or (h) made Declared or committed paid any dividend or distribution upon or with respect to make capital expenditures the Shares other than as contemplated in excess of $40,000 in the aggregate; (i) discharged any liability except in the usual and ordinary course of business in accordance with past practices, or prepaid any liability; (j) entered into any transaction with, or made any payment to, or incurred any liability to, any Related Party (as herein defined); (k) increased the compensation payable to any director, officer or employee except for raises to nonofficers in the ordinary course of business consistent with past practice; (l) made any payments or distributions to its employees, officers or directors except such amounts as constitute currently effective compensation for services rendered, or reimbursement for reasonable ordinary and necessary out-of-pocket business expenses; (m) paid or incurred any management or consulting fees, or engaged any consultants; (n) elected any director or hired any officer or senior employee; (o) borrowed any money or issued any bonds, notes, debentures or other evidence of indebtedness; (p) acquired by merger, consolidation or acquisition of stock or assets any Person or business; (q) adopted, amended or terminated any Employee Benefit Plan (as defined herein); or (r) agreed in writing or otherwise to take any of the foregoing actionsthis Agreement.

Absence of Changes or Events. Except as specifically disclosed described on the Disclosure Statement and except for actions taken after the date hereof pursuant to a specific covenant hereunder, since the June 30, 1998 the Seller has not : (a) Declared or paid any dividend or other distribution or payment in respect of the shares of capital stock of Seller or any repurchase or redemption of any such shares of capital stock or other securities or made any other payment to Shareholders; (b) Discharged or satisfied any lien or encumbrance, or paid any liabilities, other than in the SEC Reports filed prior to the date of this Agreement and furnished to Purchaser, since November 30, 1998: (x) the Company has not suffered or been threatened with (and the Company has no knowledge of any facts which are reasonably likely to cause or result in) any material adverse change in its business, operations (or results of operations), assets, properties, liabilities or condition (financial or otherwise); and (y) the Company has operated only in the usual and ordinary course of business consistent with past practice. Without limiting , or failed to pay or discharge when due any liabilities which the generality of the foregoing, since such date, the Company failure to pay or discharge has not: (a) sold, assigned, leased, exchanged, transferred caused or otherwise disposed of will cause any material portion of its assets or property, except in the usual and ordinary course of business consistent with past practice; 8 (b) suffered any material casualty, damage or loss, risk of material loss to Purchased Assets or any material interruption in use, of any material assets or property (whether or not covered by insurance), on account of fire, flood, riot, strike or other hazard or Act of Godthe Business; (c) written off any material asset as unusable Sold, assigned or obsolete or for any other reason; (d) made or suffered any material change in the conduct or nature of its business (whether or not in the ordinary course of business and whether or not such change would result in a Material Adverse Effect on the Company); (e) waived any material right or canceled or compromised any material debt, other than in the ordinary course of business; (f) paid, declared or set aside any dividends or other distributions on its securities of any class or purchased or redeemed transferred any of its securities of any class; (g) made any change in accounting methods assets or principles; (h) made or committed to make capital expenditures in excess of $40,000 in the aggregate; (i) discharged any liability properties except in the usual and ordinary course of business in accordance with past practices, or prepaid any liability; (j) entered into any transaction with, or made any payment to, or incurred any liability to, any Related Party (as herein defined); (k) increased the compensation payable to any director, officer or employee except for raises to nonofficers in the ordinary course of business consistent with past practice; (ld) made Created, incurred, assumed or guaranteed any payments or distributions to its employees, officers or directors except such amounts as constitute currently effective compensation indebtedness for services renderedmoney borrowed, or reimbursement mortgaged, pledged or subjected to any Lien, any of its Purchased Assets, other than the liens, if any, for reasonable ordinary current taxes not yet due and necessary out-of-pocket business expensespayable; (me) paid Made or incurred suffered any management amendment or consulting feestermination of any Contract, or engaged other agreement or commitment to which it is a party or by which it is bound or canceled, modified or waived any consultants; (n) elected debts or claims held by it, other than in the ordinary course of business consistent with past practice, or waived any director right of substantial value, whether or hired any officer or senior employee; (o) borrowed any money or issued any bonds, notes, debentures or other evidence not in the ordinary course of indebtedness; (p) acquired by merger, consolidation or acquisition of stock or assets any Person or business; (qf) adoptedSuffered any damage, amended destruction or terminated loss, whether or not covered by insurance, of any Employee Benefit Plan item carried on its books of account at more than $1,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility services required to conduct its Business; (g) Suffered any decrease in its retained earnings or working capital, or any material adverse change in its Business; (h) Suffered any adverse change or any threat of an adverse change in its relation with, or any loss or threat of loss of, any of its customers other than usual attrition in the ordinary course of customers that are not individually or in the aggregate material to the Business; (i) Made any capital expenditure or capital addition or betterment except such as defined herein)may be involved in ordinary repair, maintenance and replacement of its Purchased Assets; (j) Increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its 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; (k) Changed any of the accounting principles followed by it or the methods of applying such principles; or (rl) agreed Entered into any material transaction or any transaction other than in writing or otherwise to take any the ordinary course of the foregoing actionsbusiness consistent with past practice.

Absence of Changes or Events. Except as specifically disclosed described on the Disclosure Statement and except for actions taken after the date hereof pursuant to a specific covenant hereunder, since the December 31, 1997 date neither of the Sellers have: (a) declared or paid any dividend or other distribution or payment in respect of the shares of capital stock of either Seller or any repurchase or redemption of any such shares of capital stock or other securities; (b) discharged or satisfied any lien or encumbrance, or paid any liabilities, other than in the SEC Reports filed prior to the date of this Agreement and furnished to Purchaser, since November 30, 1998: (x) the Company has not suffered or been threatened with (and the Company has no knowledge of any facts which are reasonably likely to cause or result in) any material adverse change in its business, operations (or results of operations), assets, properties, liabilities or condition (financial or otherwise); and (y) the Company has operated only in the usual and ordinary course of business consistent with past practice. Without limiting , or failed to pay or discharge when due any liabilities which the generality of the foregoing, since such date, the Company failure to pay or discharge has not: (a) sold, assigned, leased, exchanged, transferred caused or otherwise disposed of will cause any material portion of its assets or property, except in the usual and ordinary course of business consistent with past practice; 8 (b) suffered any material casualty, damage or loss, risk of material loss to Purchased Assets or any material interruption in use, of any material assets or property (whether or not covered by insurance), on account of fire, flood, riot, strike or other hazard or Act of Godthe Business; (c) written off any material asset as unusable sold, assigned or obsolete or for any other reason; (d) made or suffered any material change in the conduct or nature of its business (whether or not in the ordinary course of business and whether or not such change would result in a Material Adverse Effect on the Company); (e) waived any material right or canceled or compromised any material debt, other than in the ordinary course of business; (f) paid, declared or set aside any dividends or other distributions on its securities of any class or purchased or redeemed transferred any of its securities of any class; (g) made any change in accounting methods Assets or principles; (h) made or committed to make capital expenditures in excess of $40,000 in the aggregate; (i) discharged any liability properties except in the usual and ordinary course of business in accordance with past practices, or prepaid any liability; (j) entered into any transaction with, or made any payment to, or incurred any liability to, any Related Party (as herein defined); (k) increased the compensation payable to any director, officer or employee except for raises to nonofficers in the ordinary course of business consistent with past practice; (ld) made created, incurred, assumed or guaranteed any payments or distributions to its employees, officers or directors except such amounts as constitute currently effective compensation indebtedness for services renderedmoney borrowed, or reimbursement mortgaged, pledged or subjected to any Lien, any of its Purchased Assets, other than the liens, if any, for reasonable ordinary current taxes not yet due and necessary out-of-pocket business expensespayable; (me) paid made or incurred suffered any management amendment or consulting feestermination of any Contract to which it is a party or by which it is bound or canceled, modified or waived any debts or claims held by it, other than in the ordinary course of business consistent with past practice, or engaged waived any consultants; (n) elected any director right of substantial value, whether or hired any officer or senior employee; (o) borrowed any money or issued any bonds, notes, debentures or other evidence not in the ordinary course of indebtedness; (p) acquired by merger, consolidation or acquisition of stock or assets any Person or business; (qf) adoptedsuffered any damage, amended destruction or terminated loss, whether or not covered by insurance, of any Employee Benefit Plan item carried on its books of account at more than $1,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility services required to conduct its Business; (g) suffered any decrease in its retained earnings or working capital, or any material adverse change in its Business; (h) suffered any adverse change or any threat of an adverse change in its relation with, or any loss or threat of loss of, any of its customers other than usual attrition in the ordinary course of customers that are not individually or in the aggregate material to the Business; (i) made any capital expenditure or capital addition or betterment except such as defined herein)may be involved in ordinary repair, maintenance and replacement of its Purchased Assets; (j) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its 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; (k) changed any of the accounting principles followed by it or the methods of applying such principles; or (rl) agreed entered into any material transaction or any transaction other than in writing or otherwise to take any the ordinary course of the foregoing actionsbusiness consistent with past practice.

Absence of Changes or Events. Except as specifically disclosed set forth in Schedule 2.05 hereto, since December 31, 2001, the Business has been carried on in the SEC Reports filed prior to the date of this Agreement and furnished to Purchaser, since November 30, 1998: (x) the Company has not suffered or been threatened with (and the Company has no knowledge of any facts which are reasonably likely to cause or result in) any material adverse change in its business, operations (or results of operations), assets, properties, liabilities or condition (financial or otherwise); and (y) the Company has operated only in the usual and ordinary course of business in a manner consistent with past practice. Without limiting the generality of the foregoingExcept as disclosed in Schedule 2.05 hereto, Seller has not, since such dateDecember 31, the Company has not: 2001, (a) sold, assigned, leased, exchanged, transferred incurred any obligation or otherwise disposed of any material portion of its assets or property, except in liability relating to the usual and ordinary course of business consistent with past practice; 8 (b) suffered any material casualty, damage or loss, or any material interruption in use, of any material assets or property Customer Base (whether absolute, accrued, contingent or not covered by insuranceotherwise), on account of fire, flood, riot, strike or other hazard or Act of God; (c) written off any material asset as unusable or obsolete or for any other reason; (d) made or suffered any material change in the conduct or nature of its business (whether or not than in the ordinary course of business and whether consistent with past practice; (b) mortgaged, pledged, granted a security interest in or not such change would result in a Material Adverse Effect on subjected to any encumbrance any of the Company); Assets; (ec) waived sold or transferred any material right or canceled or compromised any material debtof the Assets, other than in the ordinary course of business; , or canceled any debts or claims or waived or released any rights of the Customer Base; (d) leased, licensed or granted to any third party any rights in any of the Assets; (e) experienced any event, circumstance or condition which has had, or with the passage of time is reasonably likely to have, a Material Adverse Effect; (f) paidsuffered any material damage, declared destruction or set aside any dividends loss of physical property or other distributions on its securities of any class goods, whether or purchased or redeemed any of its securities of any class; not covered by insurance, relating to the Assets; (g) made any change in any accounting methods principles or principles; (h) made practices or committed to make capital expenditures in excess its method of $40,000 in the aggregate; (i) discharged any liability except in the usual and ordinary course of business in accordance with past applying such accounting principles or practices, or prepaid any liability; (j) entered into any transaction with, or made any payment tomaterial change in any business practice affecting the Customer Base; (h) granted any material increase in the salary, commission rate or incurred any liability toother compensation (including, any Related Party (as herein defined); (kwithout limitation, bonuses, profit sharing or deferred compensation) increased the compensation payable or to become payable to any directorEmployee, officer Former Employee, consultant or employee except for raises to nonofficers agent of the Customer Base other than in the ordinary course of business consistent with past practice; ; (li) made waive any payments material right or distributions cancel or enter into any material contract, lease, license, obligation, commitment, purchase or sale, debt or claim relating to its employees, officers the Customer Base other than in the ordinary course of business; or directors except such amounts as constitute currently effective compensation for services rendered, or reimbursement for reasonable ordinary and necessary out-of-pocket business expenses; (mj) paid or incurred entered into any management or consulting fees, or engaged any consultants; (n) elected any director or hired any officer or senior employee; (o) borrowed any money or issued any bonds, notes, debentures or other evidence of indebtedness; (p) acquired by merger, consolidation or acquisition of stock or assets any Person or business; (q) adopted, amended or terminated any Employee Benefit Plan (as defined herein); or (r) agreed in writing or otherwise agreement to take do any of the foregoing actionsforegoing.

Absence of Changes or Events. Except as specifically disclosed in described on the SEC Reports filed prior to Disclosure Statement and except for actions taken after the date of this Agreement and furnished hereof pursuant to Purchasera specific covenant hereunder, since November 30January 1, 1998: (x) the Company has not suffered or been threatened with (and the Company has no knowledge of any facts which are reasonably likely to cause or result in) any material adverse change in its business, operations (or results of operations), assets, properties, liabilities or condition (financial or otherwise); and (y) the Company has operated only in the usual and ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, since such date, the Company Seller has not: : (a) sold, assigned, leased, exchanged, transferred declared or otherwise disposed paid any dividend or other distribution or payment in respect of the shares of capital stock of Seller or any repurchase or redemption of any material portion such shares of its assets capital stock or property, except in the usual and ordinary course of business consistent with past practiceother securities; 8 (b) suffered discharged or satisfied any material casualty, damage lien or lossencumbrance, or paid any material interruption in use, of any material assets or property (whether or not covered by insurance), on account of fire, flood, riot, strike or other hazard or Act of God; (c) written off any material asset as unusable or obsolete or for any other reason; (d) made or suffered any material change in the conduct or nature of its business (whether or not in the ordinary course of business and whether or not such change would result in a Material Adverse Effect on the Company); (e) waived any material right or canceled or compromised any material debtliabilities, other than in the ordinary course of business; (f) paid, declared or set aside any dividends or other distributions on its securities of any class or purchased or redeemed any of its securities of any class; (g) made any change in accounting methods or principles; (h) made or committed to make capital expenditures in excess of $40,000 in the aggregate; (i) discharged any liability except in the usual and ordinary course of business in accordance with past practices, or prepaid any liability; (j) entered into any transaction with, or made any payment to, or incurred any liability to, any Related Party (as herein defined); (k) increased the compensation payable to any director, officer or employee except for raises to nonofficers in the ordinary course of business consistent with past practice; , or failed to pay or discharge when due any liabilities which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to Purchased Assets or the Business; (c) sold, assigned or transferred any of its Assets or properties except in the ordinary course of business consistent with past practice; (d) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected to any Lien, any of its Purchased Assets, other than the liens, if any, for current taxes not yet due and payable; (e) made or suffered any amendment or termination of any Contract to which it is a party or by which it is bound or canceled, modified or waived any debts or claims held by it, other than in the ordinary course of business consistent with past practice, or waived any right of substantial value, whether or not in the ordinary course of business; (f) suffered any damage, destruction or loss, whether or not covered by insurance, of any item carried on its books of account at more than $1,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility services required to conduct its Business; (g) suffered any decrease in its retained earnings or working capital, or any material adverse change in its Business; (h) suffered any adverse change or any threat of an adverse change in its relation with, or any loss or threat of loss of, any of its customers other than usual attrition in the ordinary course of customers that are not individually or in the aggregate material to the Business; (i) made any capital expenditure or capital addition or betterment except such as may be involved in ordinary repair, maintenance and replacement of its Purchased Assets; (j) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its 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; (k) changed any of the accounting principles followed by it or the methods of applying such principles; or (l) made entered into any payments material transaction or distributions to its employees, officers or directors except such amounts as constitute currently effective compensation for services rendered, or reimbursement for reasonable any transaction other than in the ordinary and necessary out-of-pocket course of business expenses; (m) paid or incurred any management or consulting fees, or engaged any consultants; (n) elected any director or hired any officer or senior employee; (o) borrowed any money or issued any bonds, notes, debentures or other evidence of indebtedness; (p) acquired by merger, consolidation or acquisition of stock or assets any Person or business; (q) adopted, amended or terminated any Employee Benefit Plan (as defined herein); or (r) agreed in writing or otherwise to take any of the foregoing actionsconsistent with past practice.

Absence of Changes or Events. Except Since the Balance Sheet Date and except as specifically disclosed set forth in Section 3.17 of the Disclosure Schedule, (i) there has not been any event or circumstance that has resulted in a Company Material Adverse Effect, and (ii) the Business has been conducted in the SEC Reports filed prior to ordinary course and in substantially the date same manner as previously conducted, and none of this Agreement and furnished to Purchaser, since November 30, 1998: (x) the Company has not suffered or been threatened with (and the Company has no knowledge any of any facts which are reasonably likely to cause or result in) any material adverse change in its business, operations (or results of operations), assets, properties, liabilities or condition (financial or otherwise); and (y) the Company has operated only in the usual and ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, since such date, the Company has notSubsidiaries has: (a) declared or paid any dividend on, or made any distribution in respect of, the capital stock of any Company, or any direct or indirect redemption, purchase or other acquisition of the capital stock of the Company; (b) mortgaged, pledged, charged or subjected to any Lien (other than Permitted Liens) any of its assets or properties of the Business; (c) acquired (including by merger, consolidation, or the acquisition of any equity interest or assets) or sold (whether by merger, consolidation, or the sale of an equity interest or assets), leased, assigned, licensed, loaned, pledged, transferred, or disposed of any Person or any assets or rights except for fair consideration in the ordinary course of business and consistent with past practice or, even if in the ordinary course of business and consistent with past practices, whether in one or more transactions; (d) sold, assigned, leased, exchanged, granted or otherwise transferred or disposed of, rights under any of the Company Intellectual Property, or abandoned, canceled or otherwise disposed failed to maintain any such rights; (e) acquired the assets or stock of any material portion of its assets business, or property, except in the usual and ordinary course of business consistent with past practice; 8entered into any licensing arrangement or joint venture; (bf) suffered any material casualtydamage to, damage destruction or loss, or any material interruption in use, of any material assets or property loss (whether or not covered by insurance), on account ) of fire, flood, riot, strike or other hazard or Act of God; (c) written off any material asset as unusable assets or obsolete properties of the Business or for any other reason; (d) made or suffered any material change in the conduct or nature of its business (whether or not in the ordinary course of business and whether or not failed to maintain such change would result in a Material Adverse Effect on the Company); (e) waived any material right or canceled or compromised any material debt, other than assets in the ordinary course of business; (fg) paid, declared or set aside any dividends or other distributions on its securities of any class or purchased or redeemed revalued any of its securities the assets or properties of any class; (g) made any change in accounting methods the Business, including writing down the value of inventory or principleswriting off accounts receivable; (h) made or committed to make capital expenditures in excess of $40,000 in the aggregate; (i) discharged adopted, amended, modified or terminated (or otherwise caused any liability except of the foregoing with respect to) any Company Benefit Plan, or the payments or benefits payable thereto, (ii) made any contribution with respect to any Company Benefit Plan (other than regularly scheduled contributions), (iii) made any increase in the usual and ordinary course amount of business in accordance any bonuses, salaries or other compensation to or with past practicesrespect to any Company Employees, or prepaid any liability; (jiv) entered into any transaction withemployment, severance or similar Contract with any Company Employee, or (v) made any payment toincrease in the amount of any fees, bonuses, commissions or incurred any liability to, any Related Party (as herein defined); (k) increased the compensation payable incentives to or with respect to any directorPerson providing services to the Business or entered into any new Contract for such services other than, officer or employee except for raises to nonofficers in each case, in the ordinary course of business consistent with past practice; (li) made any payments oral or distributions written representation or commitment (or caused any of the foregoing) with respect to any aspect of any Company Benefit Plan that is not in accordance with the existing written terms and provision of such Company Benefit Plan; (j) failed to renew or maintain any insurance coverage with respect to the Business; (k) made, changed or revoked any material Tax election; taken any action that would result in the termination of the Company’s status as an “S corporation” within the meaning of Sections 1361 and 1362 of the Code for federal (and, where applicable, state and local) Tax purposes; settled or compromised any material Tax claim or liability; incurred any material liability for Taxes other than in the ordinary course of business; adopted a method of accounting or changed (or made a request to any Taxing Authority to change) any aspect of its employeesmethod of accounting for Tax purposes; surrendered any right to claim a refund of a material amount of Taxes; waived or extended any statute of limitations in respect of Taxes or period within which an assessment or reassessment of Taxes may be issued; failed to pay any material Tax that becomes due and payable (including any estimated Taxes); entered into any closing agreement with respect to Taxes; or filed any amended Tax Return; or (l) failed to use commercially reasonable efforts to maintain its assets in their current condition, officers or directors except such amounts as constitute currently effective compensation for services renderedordinary wear and tear, or reimbursement for reasonable ordinary and necessary out-of-pocket business expensesfailed to repair, maintain, or replace any of its equipment in accordance with the normal standards of maintenance applicable in the industry; (m) paid or incurred failed to use commercially reasonable efforts to renew any management or consulting fees, or engaged any consultantsMaterial Contract; (n) elected entered into any director or hired any officer or senior employeeContract related to the Business outside the ordinary course of business; (o) borrowed received any money cancellation notice or issued notice of non-renewal under any bondscustomer contract with an annual value in excess of twenty thousand dollars ($20,000), notesor since December 31, debentures 2016 reduced the overall pricing or other evidence made any change to the detriment of indebtednessthe Company, with respect to any Material Contract; (p) acquired by mergerentered into or modified any standstill or non-compete Contracts under which the Company is the obligor, consolidation or acquisition modified or waived any of stock its rights under any existing standstill or assets any Person or businessnon-compete Contract under which the Company is the beneficiary; (q) adoptedtransferred, amended granted any license or sublicense of any rights under or with respect to any of its Company Intellectual Property, other than in the ordinary course of business consistent with past practice; (r) made or pledged to make any charitable or other capital contribution in excess of $5,000; (s) terminated any Employee Benefit Plan employee other than in the ordinary course of business consistent with past practice; (t) hired or appointed any new officers, directors or material exempt employees except (i) to replace existing employees at similar compensation levels or (ii) for any new employees hired in the ordinary course of business; (u) entered into any new intercompany transaction, agreement, arrangement, or understanding with, directly or indirectly, any manager, officer or director or Affiliate, or made any payment or distribution to any of the foregoing other than advances to directors, officers and employees of the Company in the ordinary course of business and consistent with past practices of the Company not to exceed, in the aggregate, $10,000, in any case, other than compensatory payments in the ordinary course of business; (v) made any loans, advances or capital contributions to, or investment in, any other Person in excess of $5,000; (w) entered into any joint ventures, strategic partnerships or alliances; (i) changed its independent public accountants, if any, (ii) changed its depreciation or amortization policies or rates, (iii) changed its standard invoicing or billing practices and procedures or, (iv) except as defined hereinrequired by GAAP, applicable Rules, or circumstances which did not exist as of such date, changed any of the accounting principles or practices used by it; (y) changed its practices and procedures with respect to the collection of accounts receivable or offered to discount the amount of any account receivable or extended any other incentive (whether to the account debtor or any employee or third party responsible for the collection of receivables) with respect thereto; (z) incurred or guaranteed any Indebtedness, issued any debt securities or rights to acquire debt securities, or entered into any arrangement having the economic effect of any of the foregoing; (aa) failed to pay any Indebtedness or any other accounts payable as it became due, or changed its existing practices and procedures for the payment of Indebtedness or other accounts payable; (bb) (i) paid, discharged or satisfied any claim, liability or obligation (absolute, accrued, asserted, unasserted, contingent or otherwise), other than immaterial claims, liabilities or obligations arising in the ordinary course of business, (ii) prepaid or cancelled any amount of Indebtedness for borrowed money, or (iii) paid or agreed to pay any amount in settlement, or cancelled, compromised, waived or released any right or claim, including rights under or pursuant to, any matter involving actual or threatened claims against the Company, other than immaterial rights or claims in the ordinary course of business; (cc) incurred or committed to incur any capital expenditures, capital additions or capital improvements in excess of $5,000 for any individual commitment or $25,000 in the aggregate; (dd) made any payment or agreement relating to the surrender, cancellation, amendment or agreement not to exercise any option, warrant, profits interest or other right to acquire equity or equity-linked securities issued by the Company; or (ree) authorized, approved, agreed to or made any commitment, orally or in writing or otherwise writing, to take any of the foregoing actionsactions or to take any actions prohibited by this Agreement.