Common use of Absence of Changes or Events Clause in Contracts

Absence of Changes or Events. Except as disclosed in Schedule ---------------------------- -------- 4.18 hereto, since December 31, 1996, there has not been any material adverse ---- change in the business, assets, properties, liabilities, revenues, costs and expenses, income, operations, prospects or condition, financial or otherwise, of the Company and the Subsidiaries, taken as a whole. Without limiting the foregoing, except as set forth on Schedule 4.18 hereto, since December 31, 1996, neither the Company nor any ------------- Subsidiary has: (a) purchased, sold or leased, or agreed to purchase, sell or lease, any material asset, except for sales of obsolete equipment in the ordinary course of business, consistent with past practices; (b) granted or committed to grant any bonus, commission or other form of incentive compensation or increased or committed to increase the compensation or fees payable to or in respect of any employee, director, officer, sales representative, independent contractor, consultant or Affiliate of the Company or any Subsidiary except as set forth on Schedule -------- 4.12 hereto or to the extent required under the express terms of any ---- employment, consulting or management agreement set forth on Schedule 4.12 ------------- Part (c) hereto or any collective bargaining agreement as in effect on the -------- date hereof; (c) entered into, adopted or amended, or committed to enter into, adopt or amend, any employment, consulting, retention, change-in-control, severance, collective bargaining, bonus or other incentive compensation, profit-sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other employment, compensation or benefit plan, policy, agreement, trust, fund or arrangement for the benefit of any employee, officer, director, sales representative, independent contractor, agent, consultant or Affiliate of the Company or any Subsidiary (whether or not legally binding); (d) made any loans to any Person, except advances to employees and representatives of the Company or any Subsidiary in the ordinary course of business for travel and similar purposes; (e) written off any receivables, except in the ordinary course of business, consistent with past practices; (f) declared, made, set aside or paid any dividend, distribution, or payment on, or any purchase or redemption of, any capital stock or other equity interests of the Company or any Subsidiary, or made any commitment therefor; (g) issued or sold any capital stock or other equity interests of the Company or any Subsidiary, or any subscriptions, options, warrants, calls, conversions or other rights, agreements, commitments, arrangements or un- derstandings of any kind obligating the Company or any Subsidiary, contingently or otherwise, to issue or sell, or cause to be issued or sold, any capital stock or other equity interest of the Company or any Subsidiary; (h) made any material change (for book or Tax purposes) in any method of accounting or accounting practice; (i) suffered the loss of any key employee or key independent contractor or, other than in the ordinary course of business, consistent with past practices, retained any new key employees or independent contractors; (j) allowed any material permit issued to the Company or any Subsidiary to lapse or terminate; or (k) entered into any material transaction not in the ordinary course of business or agreed (whether or not in writing) to do any of the foregoing.

Absence of Changes or Events. (a) Except as disclosed set forth in Schedule ---------------------------- -------- 4.18 heretoSection 3.12(a) of the Disclosure Schedule, since December 31April 30, 19962010, there has not been any material adverse ---- change Network Material Adverse Effect. (b) Since April 30, 2010, Network has been operated in the businessordinary course of business in substantially the same manner as conducted prior to April 30, assets2010, properties, liabilities, revenues, costs and expenses, income, operations, prospects or condition, financial or otherwise, of the Company and the Subsidiaries, taken as a whole. Without limiting the foregoingNetwork has not, except as set forth on Schedule 4.18 hereto, since December 31, 1996, neither in Section 3.12(b) of the Company nor any ------------- Subsidiary hasDisclosure Schedule: (ai) purchased, sold amended the Network Charter or leased, or agreed to purchase, sell or lease, any material asset, except for sales of obsolete equipment in the ordinary course of business, consistent with past practicesNetwork Bylaws; (bii) granted declared, set aside or committed to grant paid any bonus, commission dividend or made any other form of incentive compensation or increased or committed to increase the compensation or fees payable to distribution on or in respect of any employee, director, officer, sales representative, independent contractor, consultant or Affiliate shares of the Company or any Subsidiary except as set forth on Schedule -------- 4.12 hereto or to the extent required under the express terms of any ---- employment, consulting or management agreement set forth on Schedule 4.12 ------------- Part (c) hereto or any collective bargaining agreement as in effect on the -------- date hereofNetwork Capital Stock; (ciii) redeemed or otherwise acquired any shares of Network Capital Stock; (iv) issued, delivered, sold, granted, pledged or otherwise encumbered any shares of Network Capital Stock or any securities convertible or exchangeable into or exchangeable for any rights, warrants, “phantom” stock rights, stock appreciation rights, options or similar derivative securities to acquire, any shares of Network Common Stock; (v) (A) split, combined or reclassified any shares of Network Capital Stock or engaged in a recapitalization, exchange of shares or similar transaction with respect to the Network Capital Stock, or (B) issued or authorized the issuance of any other securities in respect of, in lieu of, or in substitution for, any shares of Network Capital Stock; (vi) (A) granted any severance, retention, bonus or termination pay or salary increase to any of its current or former employees, directors or officers, (B) entered into, amended or increased benefits payable under any severance or termination pay policies or employment or other agreements, (C) established, adopted or amendedamended any bonus, or committed to enter intoprofit sharing, adopt or amendpension, any employment, consulting, retentionretirement, change-in-control, severancedeferred compensation, collective bargainingcompensation or other benefit plan or arrangement covering any of its current or former directors, officers or employees, or (D) increased or accelerated the vesting or payment of any compensation, bonus or other incentive compensationbenefits payable to any of its current or former directors, profit-sharing, health officers or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other employment, compensation or benefit plan, policy, agreement, trust, fund or arrangement for the benefit of any employee, officer, director, sales representative, independent contractor, agent, consultant or Affiliate of the Company or any Subsidiary (whether or not legally binding)employees; (dvii) made incurred any loans to indebtedness for borrowed money or granted any guarantee in respect thereof; (viii) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any Person; (ix) sold, transferred, leased or otherwise disposed of any assets, except advances to employees and representatives (A) the sale or disposal of the Company obsolete or any Subsidiary excess equipment, or (B) sales, transfers, leases or disposals in the ordinary course of business for travel and similar purposesconsistent with past practice; (ex) written off canceled any receivablesmaterial indebtedness (individually or in the aggregate) or waived any claims or rights of material value; (xi) paid, except loaned or advanced any amount to, or sold, transferred or leased any assets to, or entered into any agreement or arrangement with, any Shareholder (other than the payment of salary, advances and reimbursement of expenses to employee Shareholders in the ordinary course of business, consistent with past practices); (fxii) declared, made, set aside or paid any dividend, distribution, or payment on, or any purchase or redemption of, any capital stock or other equity interests of the Company or any Subsidiary, or made any commitment thereforchange in accounting methods, principles or practices, except as required by GAAP or Law; (gxiii) issued accelerated the billing or sold issuance of invoices or the collection of accounts receivable, granted any capital stock discounts or delayed the payment of accounts payable and other equity interests of the Company or any Subsidiary, or any subscriptions, options, warrants, calls, conversions or other rights, agreements, commitments, arrangements or un- derstandings of any kind obligating the Company or any Subsidiary, contingently or otherwise, to issue or sell, or cause to be issued or sold, any capital stock or other equity interest of the Company or any Subsidiary; (h) made any material change (for book or Tax purposes) in any method of accounting or accounting practice; (i) suffered the loss of any key employee or key independent contractor or, other than in the ordinary course of business, consistent with past practices, retained any new key employees or independent contractors; (j) allowed any material permit issued to the Company or any Subsidiary to lapse or terminate; or (k) entered into any material transaction not in liabilities outside the ordinary course of business consistent with past practice; (xiv) entered into any Contract (or agreed series of related Contracts) outside the ordinary course of business providing for total payments by Network in excess of $10,000 or that is not terminable by Network by notice of not more than ninety (90) days for a cost of less than $10,000; (xv) amended any Tax Return entered into any material agreement or settlement with respect to Taxes, filed any amended Tax Return, surrendered any right to claim a refund of Taxes, or changed or modified, in any material respect, any method of reporting income, deductions or other items for Tax purposes; or (xvi) agreed, whether in writing or not in writing) otherwise, to do any of the foregoing. (c) Since April 30, 2010, there has not occurred any event or occurrence resulting in damage, destruction or other casualty loss of $10,000 or more (whether or not covered by insurance) to any of Network’s assets.

Absence of Changes or Events. Except as set forth in Section 4.15 of the ---------------------------- Company Disclosure Letter or disclosed in Schedule ---------------------------- -------- 4.18 heretothe Company SEC Documents, since December 31the date of the most recent audited financial statements included in the Company SEC Documents, 1996, the Company and its Subsidiaries have operated their respective businesses only in the ordinary and usual course and in substantially the same manner as previously conducted and there has not been been: (1) any material adverse ---- damage, destruction or loss with respect to the properties or assets of the Company or its Subsidiaries whether covered by insurance or not, which has had or would have, individually or in the aggregate, a Material Adverse Effect with respect to the Company; (2) any change, occurrence or circumstance that had a Material Adverse Effect with respect to the Company; (3) any change in the businessaccounting principles, assetsmethods, properties, liabilities, revenues, costs and expenses, income, operations, prospects practices or condition, financial procedures followed by the Company in connection with the business of the Company or otherwise, any change in the depreciation or amortization policies or rates theretofore adopted by the Company in connection with the business of the Company and the its Subsidiaries, taken as a whole. Without limiting the foregoing, except as set forth on Schedule 4.18 hereto, since December 31, 1996, neither the Company nor any ------------- Subsidiary has: (a) purchased, sold or leased, or agreed to purchase, sell or lease, any material asset, except for sales of obsolete equipment in the ordinary course of business, consistent with past practices; (b4) granted any declaration or committed to grant payment of any bonusdividends, commission or other form of incentive compensation or increased or committed to increase the compensation or fees payable to or distributions in respect of the outstanding shares of Capital Stock of the Company or any employeeof its Subsidiaries (other than dividends declared or paid by wholly-owned Subsidiaries); (5) any split, director, officer, sales representative, independent contractor, consultant combination or Affiliate reclassification of the Company's capital stock or any issuance of shares of capital stock of the Company or any Subsidiary except as set forth on Schedule -------- 4.12 hereto or to the extent required under the express terms of any ---- employment, consulting or management agreement set forth on Schedule 4.12 ------------- Part (c) hereto or any collective bargaining agreement as in effect on the -------- date hereof; (c) entered into, adopted or amended, or committed to enter into, adopt or amend, any employment, consulting, retention, change-in-control, severance, collective bargaining, bonus or other incentive compensation, profit-sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other employment, compensation or benefit plan, policy, agreement, trust, fund or arrangement for the benefit of any employee, officer, director, sales representative, independent contractor, agent, consultant or Affiliate of the Company or any Subsidiary (whether or not legally binding); (d) made any loans to any Person, except advances to employees and representatives of the Company or any Subsidiary change in the ordinary course of business for travel and similar purposes; (e) written off any receivables, except in the ordinary course of business, consistent with past practices; (f) declared, made, set aside or paid any dividend, distribution, or payment on, or any purchase or redemption of, any capital stock or other equity interests authorized capitalization of the Company or any Subsidiary, or made any commitment thereforexcept as contemplated by this Agreement; (g6) issued any repurchase or sold any redemption by the Company of shares of its capital stock or any issuance by the Company of any other equity interests securities in exchange or in substitution for shares of its capital stock except pursuant to employee benefit plans, programs or arrangements in existence on the date hereof, in the ordinary course of business consistent with past practice; or (7) any grant or award of any options, warrants, conversion rights or other rights to acquire any shares of capital stock of the Company or any Subsidiary, except as contemplated by this Agreement or any subscriptionsexcept pursuant to employee benefit plans, optionsprograms or arrangements in existence on the date hereof, warrants, calls, conversions or other rights, agreements, commitments, arrangements or un- derstandings of any kind obligating the Company or any Subsidiary, contingently or otherwise, to issue or sell, or cause to be issued or sold, any capital stock or other equity interest of the Company or any Subsidiary; (h) made any material change (for book or Tax purposes) in any method of accounting or accounting practice; (i) suffered the loss of any key employee or key independent contractor or, other than in the ordinary course of business, consistent with past practices, retained any new key employees or independent contractors; (j) allowed any material permit issued to the Company or any Subsidiary to lapse or terminate; or (k) entered into any material transaction not in the ordinary course of business or agreed (whether or not in writing) to do any of the foregoingconsistent with past practice.

Absence of Changes or Events. Except as disclosed set forth in Schedule ---------------------------- ------------------------------------------- -------- 4.18 hereto4.05, and except otherwise referred to in Section 4.16 hereof and Schedule 4.16 ----- ------------- hereof since December 31, 19961999, there the Purchased Business has not been any material adverse ---- change conducted only in the businessordinary course and Seller, assetshas not, properties, liabilities, revenues, costs and expenses, income, operations, prospects with respect to the Purchased Business or condition, financial or otherwise, of the Company and the Subsidiaries, taken as a whole. Without limiting the foregoing, except as set forth on Schedule 4.18 hereto, since December 31, 1996, neither the Company nor any ------------- Subsidiary hasPurchased Assets: (a) purchased, sold or leased, or agreed to purchase, sell or lease, Incurred any material assetobligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except for sales of obsolete equipment liabilities incurred in the ordinary course of business, consistent with past practicesthe Purchased Business; (b) granted Mortgaged, pledged or committed subjected to grant lien, charge, security interest or any other encumbrance or restriction any of the Purchased Assets; (c) Sold, transferred, leased to others or otherwise disposed of any material amount of the Purchased Assets, except for inventory sold in the ordinary course of the Purchased Business; (d) 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 aggregate, has had a material adverse effect on the Purchased Business or Purchased Assets; (e) Encountered any labor union organizing activity, had any actual or overtly threatened employee strikes, work stoppages, slow-downs or lock- outs or had any material change in its relationship with any of its employees, salesmen, suppliers, customers or independent contractors; (f) Made any material change in the rate of compensation, commission, bonus or other remuneration payable, or paid or agreed to pay any bonus, commission extra compensation, pension, severance or other form of incentive compensation or increased or committed vacation pay, to increase the compensation or fees payable to or in respect of any employeeshareholder, director, officer, sales representativeemployee, independent contractor, consultant salesman or Affiliate of the Company or any Subsidiary distributor other than regularly scheduled increases except as set forth on disclosed in Schedule -------- 4.12 hereto or to the extent required under the express terms of any ---- employment, consulting or management agreement set forth on Schedule 4.12 ------------- Part (c) hereto or any collective bargaining agreement as in effect on the -------- date hereof; (c) entered into, adopted or amended, or committed to enter into, adopt or amend, any employment, consulting, retention, change-in-control, severance, collective bargaining, bonus or other incentive compensation, profit-sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other employment, compensation or benefit plan, policy, agreement, trust, fund or arrangement for the benefit of any employee, officer, director, sales representative, independent contractor, agent, consultant or Affiliate of the Company or any Subsidiary (whether or not legally binding); (d) made any loans to any Person, except advances to employees and representatives of the Company or any Subsidiary in the ordinary course of business for travel and similar purposes; (e) written off any receivables, except in the ordinary course of business, consistent with past practices; (f) declared, made, set aside or paid any dividend, distribution, or payment on, or any purchase or redemption of, any capital stock or other equity interests of the Company or any Subsidiary, or made any commitment therefor;4.05 hereto; ------------- (g) issued Changed its accounting methods or sold any capital stock practices (including, but not limited to, changes in depreciation or other equity interests of the Company amortization policies or any Subsidiary, or any subscriptions, options, warrants, calls, conversions or other rights, agreements, commitments, arrangements or un- derstandings of any kind obligating the Company or any Subsidiary, contingently or otherwise, to issue or sell, or cause to be issued or sold, any capital stock or other equity interest of the Company or any Subsidiaryrates); (h) made Revalued any material change (for book or Tax purposes) in any method of accounting or accounting practiceits assets; (i) suffered Instituted, settled or agreed to settle any litigation, action, proceeding or arbitration related to the loss of Purchased Assets or the Purchased Business except for settlements of, or agreements to settle, labor grievances pursuant to which no material obligation or liability was incurred; (j) Failed to replenish its inventories or supplies in a normal and customary manner consistent with Seller's prior practices or made any key employee or key independent contractor or, purchase commitment other than in the ordinary course of business, consistent with past practices, retained any new key employees or independent contractorsthe Purchased Business; (j) allowed any material permit issued to the Company or any Subsidiary to lapse or terminate; or (k) entered Entered into any material transaction not transaction, contract or commitment other than in the ordinary course of business the Purchased Business; (1) Suffered any material adverse change in its financial condition, the Purchased Assets, its prospects or agreed (whether or not in writing) to do any of the foregoing.Purchased Business;

Absence of Changes or Events. Except as disclosed in Schedule ---------------------------- -------- SCHEDULE 4.18 hereto, since December 31, 19961998, there has not been any material adverse ---- change in the business, assets, properties, liabilities, revenues, costs and expenses, income, operations, value, prospects or condition, financial or otherwise, of the Company and the Subsidiaries, taken as a whole. Without limiting the foregoing, except as set forth on Schedule SCHEDULE 4.18 hereto, since December 31, 19961998, neither the Company nor any ------------- Subsidiary has: (a) purchased, sold or leased, or agreed to purchase, sell or lease, any material asset, except for sales of obsolete equipment in the ordinary course of business, consistent with past practices; (b) granted or committed to grant any bonus, commission or other form of incentive compensation or increased or committed to increase the compensation or fees payable to or in respect of any employee, director, officer, sales representative, independent contractor, consultant or Affiliate of the Company or any Subsidiary except as set forth on Schedule -------- SCHEDULE 4.12 hereto or to the extent required under the express terms of any ---- employment, consulting or management agreement set forth on Schedule SCHEDULE 4.12 ------------- Part PART (cC) hereto or any collective bargaining agreement as in effect on the -------- date hereof; (c) entered into, adopted or amended, or committed to enter into, adopt or amend, any employment, consulting, retention, change-in-control, severance, collective bargaining, bonus or other incentive compensation, profit-sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other employment, compensation or benefit plan, policy, agreement, trust, fund or arrangement for the benefit of any employee, officer, director, sales representative, independent contractor, agent, consultant or Affiliate of the Company or any Subsidiary (whether or not legally binding); (d) made any loans to any Person, except advances to employees and representatives of the Company or any Subsidiary in the ordinary course of business for travel and similar purposes; (e) written off any receivables, except in the ordinary course of business, consistent with past practices; (f) declared, made, set aside or paid any dividend, distribution, or payment on, or any purchase or redemption of, any capital stock or other equity interests of the Company or any Subsidiary, or made any commitment therefor; (g) issued or sold any capital stock or other equity interests of the Company or any Subsidiary, or any subscriptions, options, warrants, calls, conversions or other rights, agreements, commitments, arrangements or un- derstandings understandings of any kind obligating the Company or any Subsidiary, contingently or otherwise, to issue or sell, or cause to be issued or sold, any capital stock or other equity interest of the Company or any Subsidiary; (h) made any material change (for book or Tax purposes) in any method of accounting or accounting practice; (i) suffered the loss of any key employee or key independent contractor or, other than in the ordinary course of business, consistent with past practices, retained any new key employees or independent contractors; (j) allowed any material license or permit issued to the Company or any Subsidiary to lapse or terminate; or (k) entered into any material transaction not in the ordinary course of business or agreed (whether or not in writing) to do any of the foregoing.

Absence of Changes or Events. Except as disclosed in Schedule ---------------------------- -------- 4.18 heretoSince June 30, since December 31, 19962008, there has not been any material adverse ---- change change, event, state of circumstances or facts, or occurrence that has had or could reasonably be expected to have, individually or in the businessaggregate, assetsa TTX Material Adverse Effect. Except as set forth in Schedule 3.15, propertiesfrom June 30, liabilities2008 to the date of this Agreement, revenues, costs and expenses, income, operations, prospects or condition, financial or otherwise, the business of the Company and TTX Entities has been conducted in the Subsidiaries, taken as a wholeOrdinary Course of Business. Without limiting the generality of the foregoing, other than in the Ordinary Course of Business and except as set forth on in Schedule 4.18 hereto3.15, since December 31June 30, 1996, neither the Company nor any ------------- Subsidiary has2008: (a) purchasedthere has not been any damage, sold destruction or leasedloss, whether or agreed not covered by insurance, with respect to purchase, sell the property and assets of either of the TTX Entities having a replacement cost of more than $25,000 for any single loss or lease, any material asset, except $50,000 for sales of obsolete equipment in the ordinary course of business, consistent with past practicesall such losses; (b) granted there has not been any declaration, setting aside or committed to grant payment of any bonus, commission dividend or other form of incentive compensation or increased or committed to increase the compensation or fees payable to or distribution in respect of any employee, director, officer, sales representative, independent contractor, consultant shares of capital stock or Affiliate other equity interests of either of the Company TTX Entities or any Subsidiary except as set forth on Schedule -------- 4.12 hereto repurchase, redemption or to other acquisition by either of the extent required under the express terms TTX Entities of any ---- employmentoutstanding shares of capital stock or other securities of, consulting or management agreement set forth on Schedule 4.12 ------------- Part (c) hereto or any collective bargaining agreement as in effect on other ownership interest in, either of the -------- date hereofTTX Entities; (c) entered intoneither of the TTX Entities has awarded or paid any bonuses to any of their respective employees, adopted or amendedexcept to the extent accrued on the Balance Sheet, or committed to enter into, adopt or amend, entered into any employment, consultingdeferred compensation, retentionseverance or similar agreement, change-in-controlarrangement or practice (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the directors, severanceofficers, collective bargainingemployees, agents or representatives of either of the TTX Entities or agreed to increase the coverage or benefits available under any severance pay (whether pursuant to a legal obligation or ex gratia), termination pay, redundancy pay (whether contractual, customary or discretionary), vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, profit-sharinginsurance, health pension or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other employment, compensation or employee benefit plan, policy, agreement, trust, fund payment or arrangement made to, for the benefit of any employeeor with such directors, officerofficers, directoremployees, sales representative, independent contractor, agent, consultant agents or Affiliate of the Company or any Subsidiary (whether or not legally binding)representatives; (d) made there has not been any loans to any Person, except advances to employees and representatives change by either of the Company TTX Entities in accounting or any Subsidiary in the ordinary course of business for travel and similar purposesTax reporting principles, methods or policies; (e) written off neither of the TTX Entities has made or rescinded any receivables, except in the ordinary course of business, consistent with past practiceselection relating to Taxes or settled or compromised any claim relating to Taxes; (f) declared, made, set aside or paid any dividend, distribution, or payment on, or any purchase or redemption of, any capital stock or other equity interests neither of the Company TTX Entities has entered into any transaction or any Subsidiary, or made any commitment thereforContract; (g) issued or sold any capital stock or other equity interests neither of the Company or any Subsidiary, or any subscriptions, options, warrants, calls, conversions or other rights, agreements, commitments, arrangements or un- derstandings of any kind obligating the Company or any Subsidiary, contingently or otherwise, TTX Entities has failed to issue or sell, or cause promptly pay and discharge current Liabilities except where disputed in good faith by appropriate proceedings and except where failure to be issued or sold, any capital stock or other equity interest of the Company or any Subsidiarypay would not have a TTX Material Adverse Effect; (h) neither of the TTX Entities has made any material change (for book loans, advances or Tax purposes) in capital contributions to, or investments in, any method Person or paid any fees or expenses to Seller or any director, officer, partner, stockholder or Affiliate of accounting or accounting practiceSeller; (i) suffered neither of the loss TTX Entities has (i) mortgaged, pledged or subjected to any Lien any of its respective assets, or (ii) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any key employee or key independent contractor orof their respective assets, other than except, in the ordinary course case of businessclause (ii), consistent with past practicesfor assets acquired, retained any new key employees sold, assigned, transferred, conveyed, leased or independent contractorsotherwise disposed of; (j) allowed neither of the TTX Entities has discharged or satisfied any material permit issued to the Company Lien, or paid any Subsidiary to lapse or terminate; orLiability; (k) neither of the TTX Entities has canceled or compromised any Indebtedness or amended, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to each such TTX Entity; (l) neither of the TTX Entities has made or committed to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or $50,000 in the aggregate; (m) neither of the TTX Entities has issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness; (n) neither of the TTX Entities has granted any license or sublicense of any rights under or with respect to any Intellectual Property Rights; (o) neither of the TTX Entities has instituted or settled any Proceeding; (p) from July 1, 2008, there has not been any dividends or other distributions paid, partial redemption of loans, payments of any accounts receivable or other similar amounts, or any intercompany payments from either TTX Entity to Seller; and (q) none of the Seller or the TTX Entities has agreed, committed, arranged or entered into any material transaction not in the ordinary course of business or agreed (whether or not in writing) understanding to do any anything, as of the foregoingapplicable date, set forth in this Section 3.15.

Absence of Changes or Events. Except as disclosed set forth in Schedule ---------------------------- -------- 4.18 heretoN21's Disclosure Letter, since December 31January 1, 19961997, N21 has conducted its business only in the ordinary course and there has not been any: (a) material change in N21's authorized or issued capital, income or respective ratio of distributive interests between the N21 partners, or the grant of any material adverse ---- right to purchase any capital, income or distributive interest in N21; issuance of any security convertible into such capital, income or distribution interest; grant of any registration rights; purchase, redemption, retirement, or other acquisition by N21 of any such interests; or any undertaking or payment of any distribution or payment in respect of such interests; (b) amendment to the Organizational Documents of N21; (c) change in the businessamount of any bonuses, salaries, vacation pay, severance pay, or other compensation or benefits to any partner or any holder of an income or distribution interest, or any affiliate thereof or any consultant or employee of N21 or any partner or affiliate thereof, or entry into any employment severance. or similar Contract with any such Person; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees or consultants of N21; (e) any other material modification in the operations, method of operations, expenditures, or timing of expenditures; (f) damage to or destruction or loss of any asset or property of N21, whether or not covered by insurance, materially and adversely affecting the properties, assets, propertiesbusiness, liabilities, revenues, costs and expenses, income, operations, prospects or financial condition, financial or otherwise, prospects of the Company and the SubsidiariesN21, taken as a whole. Without limiting the foregoing, except as set forth on Schedule 4.18 hereto, since December 31, 1996, neither the Company nor any ------------- Subsidiary has: (a) purchased, sold or leased, or agreed to purchase, sell or lease, any material asset, except for sales of obsolete equipment in the ordinary course of business, consistent with past practices; (bg) granted entry into, termination of, or committed to grant receipt of notice of termination of (i) any bonuslicense, commission or other form of incentive compensation or increased or committed to increase the compensation or fees payable to or in respect of any employeedistributorship, director, officerdealer, sales representative, independent contractorjoint venture, consultant credit, or Affiliate of the Company similar agreement, or (ii) any Subsidiary except as set forth on Schedule -------- 4.12 hereto Contract or transaction involving a total remaining commitment by or to the extent required under the express terms N21 of any ---- employment, consulting or management agreement set forth on Schedule 4.12 ------------- Part (c) hereto or any collective bargaining agreement as in effect on the -------- date hereofat least $50,000; (ch) entered intosale (other than sales of inventory in the Ordinary Course of Business), adopted or amendedlease, or committed to enter intoother disposition of any asset or property of N21 or mortgage, adopt pledge, or amend, imposition of any employment, consulting, retention, change-in-control, severance, collective bargaining, bonus lien or other incentive compensationencumbrance on any material asset or property of N21, profit-sharingincluding the sale, health lease, or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other employment, compensation or benefit plan, policy, agreement, trust, fund or arrangement for the benefit disposition of any employee, officer, director, sales representative, independent contractor, agent, consultant or Affiliate of the Company or any Subsidiary (whether or not legally binding)Intellectual Property Assets; (di) made cancellation or waiver of any loans claim or rights with a value to N21 in excess of an aggregate of $50,000; (j) material change in the accounting methods used by N21; (k) incurrence of any Personobligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except advances to employees and representatives of the Company current liabilities for trade or any Subsidiary business obligations incurred in the ordinary course of business for travel and similar purposesconsistent with its prior practice, none of which liabilities, in any case or in the aggregate, materially and adversely affects the business, liabilities or financial condition of N21; (el) written off discharge or satisfaction of any receivableslien, except charge or encumbrance other than those then required to be discharged or satisfied, or paid any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, other than current liabilities shown on the Balance Sheet and current liabilities incurred since the Balance Sheet Date in the ordinary course of business, business and consistent with past practicesits prior practice; (fm) declared, made, set aside declaration or paid payment of dividends or other distribution upon or in respect of any dividend, distributionownership interest, or payment onpurchased, retired or redeemed, or obligated itself to purchase, retire or redeem, any of its ownership interest; (n) mortgage, pledge or subjection to lien, charge, security interest or any other encumbrance or restriction any of its property, business or assets, tangible or intangible; (o) labor union organizing activity, had any actual or threatened employee strikes, work-stoppages, slow-downs or lock-outs, or any material change in its relations with its employees, agents, customers or suppliers; (p) transfer or grant of any rights under, or entry into any settlement regarding the breach or infringement of, any United States or foreign license, patent, copyright, trademark, trade name, invention or similar rights, or modified any existing rights with respect thereto; (q) capital expenditures or capital additions or betterments in excess of an aggregate of $50,000; (r) change in banking or safe deposit arrangements; (s) institution, settlement or agreement to settle any litigation, action or proceeding before any court or governmental body relating to N21 or its property; (t) failure to replenish its inventories and supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the industry, or any purchase or redemption of, any capital stock or other equity interests commitment in excess of the Company normal, ordinary and usual requirements of its business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, or any Subsidiarychange in its selling, pricing, advertising or made any commitment thereforpersonal practices inconsistent with its prior practice and prudent business practices prevailing in the industry; (gu) issued entry into any transaction, contract or sold any capital stock or other equity interests of the Company or any Subsidiary, or any subscriptions, options, warrants, calls, conversions or other rights, agreements, commitments, arrangements or un- derstandings of any kind obligating the Company or any Subsidiary, contingently or otherwise, to issue or sell, or cause to be issued or sold, any capital stock or other equity interest of the Company or any Subsidiary; (h) made any material change (for book or Tax purposes) in any method of accounting or accounting practice; (i) suffered the loss of any key employee or key independent contractor or, commitment other than in the ordinary course of businessbusiness or payment or agreements to pay any legal, consistent with past practicesaccounting, retained any new key employees brokerage, finder's fee, taxes or independent contractors; (j) allowed any material permit issued to other expenses in connection with, or incurred by severance pay obligations by reason of, this Agreement or the Company or any Subsidiary to lapse or terminatetransactions contemplated hereby; or (kv) entered entry into any material transaction not in agreement or the ordinary course making of business or agreed (whether or not in writing) any commitment to do take any of the foregoingtypes of action described in this Section.

Absence of Changes or Events. Except as disclosed set forth in Schedule ---------------------------- -------- 4.18 hereto2.14 (or in the other disclosure schedules to this Agreement), since December 31the date of ---- the Interim Balance Sheet, 1996the business of the Company, the Subsidiary and the Liquor Affiliates has been conducted in the ordinary course consistent with past practice, and there has not been any material adverse ---- change in the business, assets, properties, liabilities, revenues, costs and expenses, income, operations, prospects financial condition or condition, financial or otherwise, results of operations of the Company Company, the Subsidiary and the SubsidiariesLiquor Affiliates (other than changes relating to the economy in general or industry conditions), taken as which would, individually or in the aggregate, have a wholeMaterial Adverse Effect. Without limiting the foregoing, except Except as set forth on in Schedule 4.18 hereto2.14, since December 31the date of the Interim Balance ------------- Sheet to the date hereof, 1996none of the Company, neither the Company nor any ------------- Subsidiary or the Liquor Affiliates has: (a) purchasedamended its Certificate of Incorporation or Bylaws or merged with or into or consolidated with any other person, sold subdivided or leased, in any way reclassified any shares of its capital stock or changed or agreed to purchase, sell or lease, change in any material asset, except for sales manner the rights of obsolete equipment in the ordinary course of business, consistent with past practicesits outstanding capital stock; (b) granted except as contemplated by this Agreement, issued, sold, purchased or committed redeemed, or entered into any binding contracts to grant issue, sell, purchase or redeem, any bonusshares of its capital stock or any options, commission warrants, convertible or other form of incentive compensation exchangeable securities, subscriptions, rights (including preemptive rights), stock appreciation rights, calls or increased or committed to increase the compensation or fees payable to or in respect commitments of any employee, director, officer, sales representative, independent contractor, consultant or Affiliate of the Company or any Subsidiary except as set forth on Schedule -------- 4.12 hereto or character whatsoever relating to the extent required under the express terms of any ---- employment, consulting or management agreement set forth on Schedule 4.12 ------------- Part (c) hereto or any collective bargaining agreement as in effect on the -------- date hereofits capital stock; (c) entered intointo or amended any employment agreement (other than those terminated at will), adopted entered into any agreement with any labor union or amended, or committed to enter into, adopt or amend, any employment, consulting, retention, change-in-control, severance, collective bargaining, bonus or other incentive compensation, profit-sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other employment, compensation or benefit plan, policy, agreement, trust, fund or arrangement for the benefit of association representing any employee, officeror adopted, director, sales representative, independent contractor, agent, consultant entered into or Affiliate of the Company or amended any Subsidiary (whether or not legally binding)Benefit Plan; (d) declared, set aside or paid any non-cash dividends or declared, set aside or made any loans non-cash distributions of any kind to its stockholders (other than to the Company), or made any Persondirect or indirect redemption, except advances to employees and representatives retirement, purchase or other acquisition of any shares of its capital stock; (e) adopted a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company or the Subsidiary; (f) made any change in its accounting methods, principles or practices or made any change in depreciation or amortization policies or rates adopted by it, except insofar as may have been required by GAAP or made or changed any tax election adopted or changed any method of accounting (except as required by GAAP) or taken or omitted to take any other actions which action or omission would have had the effect of materially increasing the tax liability of the Company or the Subsidiary with respect to periods after the Closing; (g) revalued any portion of its assets, properties or businesses including any write-down of the value of inventory in excess of $50,000 or any write-off of notes or accounts receivable in excess of $50,000; (h) other than in contemplation of the transactions contemplated hereby, materially changed any of its advertising, pricing, purchasing, personnel, sales, returns, budget or product acquisition policies; (i) made any wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to any employee with a title of "regional manager" (or any employee having a comparable or more senior title thereto), or made any "across the board" wage or salary increase, except as disclosed on Schedule 2.14; ------------- (j) made any loan or advance to any of its officers, directors, employees, consultants, agents or other representatives (other than travel advances made in the ordinary course of business for travel and similar purposesin a manner consistent with past practice); (ek) written off made any receivablespayment or binding commitment to pay severance or termination pay to any of its officers, directors, employees, consultants, agents or other representatives, except pursuant to Benefit Plans currently in the ordinary course of business, place or consistent with past practices;practices and disclosed on Schedule 2.14 or as set forth on ------------- Schedule 2.13; ------------- (f1) declaredentered into any lease for real property; sold, made, set aside or paid any dividend, distribution, or payment on, or any purchase or redemption of, any capital stock or other equity interests of the Company or any Subsidiary, abandoned or made any commitment therefor; (g) issued or sold any capital stock or other equity interests of the Company or any Subsidiary, or any subscriptions, options, warrants, calls, conversions or other rights, agreements, commitments, arrangements or un- derstandings disposition of any kind obligating the Company of its material assets, properties or any Subsidiary, contingently or otherwise, to issue or sell, or cause to be issued or sold, any capital stock or other equity interest of the Company or any Subsidiary; (h) made any material change (for book or Tax purposes) in any method of accounting or accounting practice; (i) suffered the loss of any key employee or key independent contractor or, businesses other than in the ordinary course of business, consistent with past practices, retained any new key employees business (other than as contemplated by this Agreement); granted or independent contractors; (j) allowed suffered any material permit issued to the Company Lien on any of its assets, properties or any Subsidiary to lapse or terminate; or (k) entered into any material transaction not businesses other than in the ordinary course of business (other than as contemplated by this Agreement); or agreed (whether entered into or not in writing) amended any agreement set forth on Schedule 2.10 to do any of the foregoing.which it is a party or by or to which it ------------- or its assets, properties or businesses are bound or subject which agreement or amendment has had a Material Adverse Effect;

Absence of Changes or Events. Except as disclosed in Schedule ---------------------------- -------- 4.18 hereto3.11, and as contemplated by this Agreement and the transactions contemplated hereby, since December 31the Applicable Date, 1996Company Group has (a) at all times operated and conducted its operations only in the Ordinary Course of Business; and (b) maintained, repaired and replaced its material assets in the Ordinary Course of Business. Except as disclosed in Schedule 3.11, since the Applicable Date, there has not been any material adverse ---- change in the business, assets, properties, liabilities, revenues, costs and expenses, income, operations, prospects or condition, financial or otherwise, of the with respect to Company and the Subsidiaries, Group taken as a whole. Without limiting the foregoing, except as set forth on Schedule 4.18 hereto, since December 31, 1996, neither the Company nor any ------------- Subsidiary has: : (a) purchased, sold any declaration or leased, or agreed to purchase, sell or lease, payment of any material asset, except for sales of obsolete equipment in the ordinary course of business, consistent with past practices; (b) granted or committed to grant any bonus, commission dividend or other form of incentive compensation or increased or committed distribution to increase the compensation or fees payable to any equity owner(s) upon or in respect of any employeeequity interest, directoror a purchase, officerretirement or redemption or entry into any obligation to purchase, sales representative, independent contractor, consultant retire or Affiliate of the Company or redeem any Subsidiary except as set forth on Schedule -------- 4.12 hereto or to the extent required under the express terms equity interest; (b) creation of any ---- employmentLien on any assets or property, consulting or management agreement set forth on Schedule 4.12 ------------- Part other than Permitted Liens; (c) hereto sale, transfer, lease to others or other disposition of any material assets or property, except the sale of inventory in the Ordinary Course of Business; (d) any labor union organizing activity, any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or any collective bargaining agreement as material adverse change in effect on relations with any employees or labor unions; (e) any material change made in the -------- date hereof; (c) entered intorate of compensation, adopted or amended, or committed to enter into, adopt or amend, any employment, consulting, retention, change-in-control, severance, collective bargainingcommission, bonus or other incentive direct or indirect remuneration or compensation payable, or any payment of or agreement made to pay or oral promise made to pay, conditionally or otherwise, any bonus, extra compensation, profit-sharingpension or severance or vacation pay, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other employment, compensation or benefit plan, policy, agreement, trust, fund or arrangement for the benefit of any employee, officer, director, sales representative, independent contractor, agent, consultant or Affiliate of the Company or any Subsidiary (whether or not legally binding); (d) made any loans to any Personofficers, except advances to employees and representatives of the Company or any Subsidiary in the ordinary course of business for travel and similar purposes; (e) written off any receivables, except in the ordinary course of business, consistent with past practices; directors; (f) declared, made, set aside any material capital expenditures or paid any dividend, distribution, material capital additions deferred or payment on, or any purchase or redemption of, any capital stock or other equity interests of the Company or any Subsidiary, or made any commitment therefor; delayed; (g) issued or sold any capital stock material modification in the terms of any Contract related to Indebtedness or other equity interests evidence of the Company or any Subsidiary, or any subscriptions, options, warrants, calls, conversions or other rights, agreements, commitments, arrangements or un- derstandings of any kind obligating the Company or any Subsidiary, contingently or otherwise, to issue or sell, or cause to be issued or sold, any capital stock or other equity interest of the Company or any Subsidiary; Indebtedness; (h) made any material change (for book actual loss of any Material Contract or Tax purposes) in receipt by Seller or Company Group of any method of accounting or accounting practice; (i) suffered written notification threatening the loss of any key employee or key independent contractor orMaterial Contract; (i) any cancellation, other than without payment in the ordinary course full, of business, consistent with past practices, retained any new key employees or independent contractors; Indebtedness; (j) allowed any material permit issued amendment to the Company any Material Contract; or any Subsidiary to lapse or terminate; or (k) any Contract entered into any material transaction not in the ordinary course of business or agreed (whether or not in writing) to do take any of the foregoingtypes of action described in this Section 3.11.