Common use of Absence of Changes or Events Clause in Contracts

Absence of Changes or Events. (a) Since May 31, 1996 (i) Vitalink 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 Voting Agreement, the Shareholders Agreement (as hereinafter defined) and this Agreement) or that could reasonably be expected to result in any Vitalink Material Adverse Effect; (ii) neither Vitalink nor its 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 change in the indebtedness of Vitalink and its Subsidiaries, no change in the capital stock of Vitalink and no dividend or distribution of any kind declared, paid or made by Vitalink on any class of its capital stock; (iv) there has been no event or condition which has caused an Vitalink 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 an Vitalink Material Adverse Effect; (v) there has been no amendment, modification or supplement to any material term of any Vitalink Contract required to be identified in Section 3.20 of the Vitalink Disclosure Statement or any equity security; and (vi) there has been no material change by Vitalink in its accounting principles, practices or methods. (b) Since May 31, 1996, other than in the ordinary course of business consistent with past practice, there has not been any increase in the compensation or other benefits payable, or which could become payable, by Vitalink, to its officers or key employees, or any amendment of any of the Vitalink Compensation and Benefit Plans. Section 3.14

Absence of Changes or Events. (a) Since May December 31, 1996 1995 (i) Vitalink 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 Voting Agreement, the Shareholders Distribution Agreement (as hereinafter defined) and this Agreement) or that could reasonably be expected to result in any Vitalink GranCare Material Adverse Effect; (ii) neither Vitalink 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 change in the indebtedness of Vitalink GranCare and its Pharmacy Subsidiaries, no change in the authorized capital stock of Vitalink GranCare and no dividend or distribution of any kind declared, paid or made by Vitalink GranCare on any class of its capital stockstock other than the Distribution; (iv) there has been no event or condition which has caused an Vitalink 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 an Vitalink a GranCare Material Adverse Effect; (v) there has been no amendment, modification or supplement to any material term of any Vitalink GranCare Contract to which a Pharmacy Subsidiary is a party required to be identified in Section 3.20 4.21 of the Vitalink GranCare Disclosure Statement or any equity security; and (vi) there has been no material change by Vitalink GranCare in its accounting principles, practices or methods. (b) Since May December 31, 19961995, other than in the ordinary course of business consistent with past practice, there has not been any increase in the compensation or other benefits payable, or which could become payable, by VitalinkGranCare, to its officers or key employees, or any amendment of any of the Vitalink GranCare Compensation and Benefit Plans. Section 3.144.15

Absence of Changes or Events. Except for (a) matters publicly disclosed by CBH prior to the date hereof in CBH 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-owned subsidiary of CBC, against Li Xiaobo and certain other defendants in connection with the acquisition of shares of Enshi International (Holdings) Pte Ltd (the “LXB Litigation”). 3.18.1 Since May December 31, 1996 2007: (i) Vitalink CBH 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 material transaction that is not in the ordinary course of business (other than the Voting Agreement, the Shareholders Agreement (as hereinafter defined) and this Agreement) or that could reasonably be expected to result in any Vitalink a CBH Material Adverse Effect; (ii) neither Vitalink CBH nor any of its 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 change in the indebtedness of Vitalink CBH and its Subsidiaries, no change in the capital stock of Vitalink CBH and no dividend or distribution of any kind declared, paid or made by Vitalink CBH on any class of its capital stock; (iv) there has been no event or condition which has caused an Vitalink a CBH Material Adverse Effect, nor any development, occurrence or state of facts or circumstances known to CBH that could, singly or in the aggregate, reasonably be expected to result in an Vitalink a CBH Material Adverse Effect; and (v) there has been no amendment, modification or supplement to any material term of any Vitalink Contract required to be identified in Section 3.20 of the Vitalink Disclosure Statement or any equity security; and (vi) there has been no material change by Vitalink CBH or Erye in its accounting principles, practices or methods. (b) -15- 3.18.2 Since May December 31, 19962007, other than in the ordinary course of business consistent with past practice, there has not been any increase in the compensation or other benefits payable, or which could become payable, by VitalinkCBH, to its officers or key employees, or any amendment of any of the Vitalink Compensation and CBH Employee Benefit Plans. Section 3.143.19

Absence of Changes or Events. (a) Since May 31, 1996 ---------------------------- (i) Vitalink 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 Voting Agreement, the Shareholders Agreement (as hereinafter defined) and this Agreement) or that could reasonably be expected to result in any Vitalink Material Adverse Effect; (ii) neither Vitalink nor its 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 change in the indebtedness of Vitalink and its Subsidiaries, no change in the capital stock of Vitalink and no dividend or distribution of any kind declared, paid or made by Vitalink on any class of its capital stock; (iv) there has been no event or condition which has caused an Vitalink 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 an Vitalink Material Adverse Effect; (v) there has been no amendment, modification or supplement to any material term of any Vitalink Contract required to be identified in Section 3.20 of the Vitalink Disclosure Statement or any equity security; and (vi) there has been no material change by Vitalink in its accounting principles, practices or methods. (b) Since May 31, 1996, other than in the ordinary course of business consistent with past practice, there has not been any increase in the compensation or other benefits payable, or which could become payable, by Vitalink, to its officers or key employees, or any amendment of any of the Vitalink Compensation and Benefit Plans. Section 3.14.

Absence of Changes or Events. (a) Since May December 31, 1996 ---------------------------- 1995 (i) Vitalink 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 Voting Agreement, the Shareholders Distribution Agreement (as hereinafter defined) and this Agreement) or that could reasonably be expected to result in any Vitalink GranCare Material Adverse Effect; (ii) neither Vitalink 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 change in the indebtedness of Vitalink GranCare and its Pharmacy Subsidiaries, no change in the authorized capital stock of Vitalink GranCare and no dividend or distribution of any kind declared, paid or made by Vitalink GranCare on any class of its capital stockstock other than the Distribution; (iv) there has been no event or condition which has caused an Vitalink 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 an Vitalink a GranCare Material Adverse Effect; (v) there has been no amendment, modification or supplement to any material term of any Vitalink GranCare Contract to which a Pharmacy Subsidiary is a party required to be identified in Section 3.20 4.21 of the Vitalink GranCare Disclosure Statement or any equity security; and (vi) there has been no material change by Vitalink GranCare in its accounting principles, practices or methods. (b) Since May 31, 1996, other than in the ordinary course of business consistent with past practice, there has not been any increase in the compensation or other benefits payable, or which could become payable, by Vitalink, to its officers or key employees, or any amendment of any of the Vitalink Compensation and Benefit Plans. Section 3.14.

Absence of Changes or Events. Except for (a) matters publicly disclosed by NeoStem prior to the date hereof in NeoStem SEC Reports filed prior to the 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 May December 31, 1996 2007: (i) Vitalink NeoStem 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 material transaction that is not in the ordinary course of business (other than the Voting Agreement, the Shareholders Agreement (as hereinafter defined) and this Agreement) or that could reasonably be expected to result in any Vitalink a NeoStem Material Adverse Effect; (ii) neither Vitalink NeoStem nor any of its 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 change in the indebtedness of Vitalink NeoStem and its Subsidiaries, no change in the capital stock of Vitalink NeoStem and no dividend or distribution of any kind declared, paid or made by Vitalink NeoStem on any class of its capital stock; (iv) there has been no event or condition which has caused an Vitalink a NeoStem Material Adverse Effect, nor any development, occurrence or state of facts or circumstances known to NeoStem that could, singly or in the aggregate, reasonably be expected to result in an Vitalink a NeoStem Material Adverse Effect; and (v) there has been no amendment, modification or supplement to any material term of any Vitalink Contract required to be identified in Section 3.20 of the Vitalink Disclosure Statement or any equity security; and (vi) there has been no material change by Vitalink NeoStem in its accounting principles, practices or methods. (b) -33- 4.18.2 Since May December 31, 19962007, other than in the ordinary course of business consistent with past practicepractice or as disclosed in the NeoStem SEC Reports, there has not been any increase in the compensation or other benefits payable, or which could become payable, by VitalinkNeoStem, to its officers or key employees, or any amendment of any of the Vitalink Compensation and NeoStem Employee Benefit Plans. Section 3.144.19